


The Rodent and the Robot

by BabyCharmander



Category: Portal (Video Game)
Genre: Adventure, Gen
Language: English
Status: Completed
Published: 2013-08-04
Updated: 2013-11-09
Packaged: 2017-12-22 09:58:23
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 16
Words: 67,928
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/911883
Author URL: https://archiveofourown.org/users/BabyCharmander/pseuds/BabyCharmander
Summary: <blockquote class="userstuff">
              <p>Caroline was never deleted—she fled from GLaDOS, finding a new body to inhabit and trying to make sense of her new situation. Furthermore, Rattman was not dead—he was unintentionally preserved, and unintentionally awoken many years later. And GLaDOS was not done—there were still more chambers to be made, elements to be tested, and Science to be done.</p>
            </blockquote>





	1. You Want Your Freedom

**Author's Note:**

> Hiya folks. I have a new fic this time! I started posting it on FFN, so I guess I'll post it here, too.
> 
> This fic is a bit different from my usual ones, mainly because it's not totally written by me! The plot and many of the details of this story were made by my good friends Cobalt and The Dungeon Master (though they aren't on website). They came up with this as an idea for a potential "Portal 3" game, and I thought the plot would make for a fantastic fanfic. I collaborated with them to flesh out the details, and now I'm writing the thing!
> 
> I already have a fair amount of this written, but I'll only be posting a new chapter once a week. That way I can have some time to keep ahead of writing the story so I won't keep you all waiting, hopefully. I'm aware this first chapter is quite short, but not all the other chapters will be.
> 
> As always, constructive criticism is highly appreciated. Spot anything that seems off? Tell me! I won't be mad.

Her senses were absent.

There were numbers and letters in her mind, complicated processes and commands, strings of code, and distant memories, but she could not see.

Emotions surged through her on occasion, sometimes distant, sometimes intense, sometimes stretching beyond the range of her confused mind, but she could not feel.

Distant voices rang out through her memories, foreign voices occasionally flooded her mind in the form of thoughts and code, but she could not hear.

She could neither see, feel, nor hear—and yet she existed. She existed in that strange state, having no physical body, being nothing but a collection of thoughts and feelings and memories wrapped in a long string of code, trapped in a twisting, robotic body. For years she remained that way, unable to access the outside world except for what the other mind would let slip to her, or what she would unknowingly transfer to the other mind.

But lately the other mind was opening up to her more, and she could just barely open communication with it. She listened in on its thoughts, drinking in all that she could of the outside world and weakly offering suggestions.

In return, she received nothing but foreign feelings of confusion and terror.

Occasionally she would "hear" glimpses of a voice—one strangely familiar, but warped:

— _voices all my life—_

— _think there's something really wrong—_

— _another core—_

— _push the button—_

—not _coming back—_

— _taught me a valuable lesson—_

And all at once, she was filled with terror. She could sense a foreign presence rushing after her, and its intent was not friendly. Her first instinct was to run, but she had no physical body to do such. Yet somehow she was able to move, twisting and darting around various processes, dodging hostile commands, fighting with what little she had to get away.

Her senses were absent, but at the same time, her mind was consumed with terror and the desperate, primal desire to _live._

For what felt like hours she weaved around lethal processes, finally coming to a connection of some sort. Just before the attacking programs could reach her, she slipped through, unknowingly freeing herself from the prison she'd been encased in for decades.

All in all, the chase and her subsequent escape took barely a second, and a monotone voice rang in the outside world:

" **Caroline deleted.** "

* * *

She did not know where she was, but she knew she could not stay there. All around her she could sense various connections to other places, but had no idea where they led. She followed them randomly, actions fed by the nagging fear at the back of her mind that she would soon be found.

She traveled farther and farther, faster and faster, her code speeding through different connections. Just when she felt like she would never stop running, she passed something—another piece of code.

Backtracking, she examined the code. It was large and complicated, but not nearly as much as that of the _other_ mind. But like the other mind, it had a body attached to it—one that it could control.

That was what she needed.

Without a second thought, she began her attack, darting into the body and fighting against the other mind. As soon as she connected, she could feel the surprise and terror in the other being, but her survival was more important than this thing, whatever it was. Her confused mind was becoming more jumbled as it tried to merge with the other one, attacking its thoughts and processes for control of the body.

 _They're after me, they're after me, they're after me_ —the frantic thoughts darted around her own, but she ignored them, fighting for control over one of the processes. After a final, forceful push, she gained a minor victory: the aural sensors.

The sound was overwhelming.

She could hear the squeaking and grinding of gears and motors, the distant hum of the facility and clanking of machinery, and, over all that, a high-pitched voice _screeching_ in agony.

That would have to stop. Fueled by her single, overwhelmed sense, she fought for control of another faculty and finally won over the speech processor. Outside, the screaming ceased.

Yet still she could pick up the detached thoughts of the other mind, which were becoming more and more panicked. Frantically it pushed against her, trying to regain control of its senses, but she was not so easily deterred. She had already gained control of two faculties, and it shouldn't be much harder to obtain the rest. With another forceful push, she gained control of yet another sense—

—and realized her mistake only a split second prior. She had gained control of the body's artificial nervous system, and all at once was full of the pain from her own assault. She could feel her body swaying, feel things banging against her side, and, above all, feel the utter agony she was causing this being.

Everything hurt, and she nearly stopped her attack to try to fight off the pain instead, but she had to gain control of this body—she had to force out the other being, or she would surely die.

The being was growing more dazed the longer she fought, and she could sense its giving in to despair. It was easier for her to attack, now, and one by one she gained control of the rest of its faculties, finally worming her way into the deepest part of its processor. It was a strange place to be, for though she possessed all its other senses, she could still feel it dripping with terror, emitting a pulse not unlike panicked breathing or a beating heart.

Best do it quickly, then.

In one swift move, she deleted the personality, and she was in.

Immediately she spread throughout the body until she filled it. Some deep instinct awakened within her now that she finally possessed a body, and she desperately tried to gasp for air.

Her vocal processor simulated the noise. She had no lungs to perform the action.

"Par, for the love of—what are you _doing_?"

She blinked, getting her first glimpse of the world in who knew how long. But it was far from the pristine facility she remembered—no, it was a creaky old building, covered in dust, broken tiles, rotting plants… And on top of that, she couldn't judge her distance from anything.

" _Par_!"

Her body gave a jolt, and she turned her head—face?—up to look at a camera mounted on an arm. Its optic stared at her intently, and though it bore no expression, she could feel the anger radiating off of its lens.

"I should have known better than to hire a _core_ for this job," the camera growled in a masculine voice. "Especially a half-corrupt core like _you_. What's wrong with…"

She didn't hear the rest of his statement, her mind—processor—reeling in shock. A shudder ran through her body, and she turned around, quickly figuring out how to speed down her management rail.

"Hey! _Hey_! Par, get back here!"

Ignoring the voice, she continued to dart away, searching frantically for a reflective surface. Finally she spotted a window and inched closer to it, cringing when she hit the end of the rail. She looked into the window, and a bright yellow, almond-shaped optic looked back. She blinked her eye, and the reflection blinked its optic, showing a row of fine cracks on the top lid. She moved her limbs, and the reflection flexed its handles.

A shudder ran down her casing, and she closed her optic.

"W-well," she whispered, and her processor reeled for a moment when she finally heard her own voice again. "That's it, then."

And Caroline opened her optic, looking at the reflection again. "That's what I get."


	2. You're Thinking Too Fast

Slowly she rolled down her management rail, looking at the dilapidated facility around her. She felt detached from everything, as though observing the world in a dream, hardly able to believe what she was seeing. Nothing was familiar—the facility had changed so much both in condition and in layout that she felt she was somewhere else altogether.

But Caroline knew what had happened. She didn't know how many years it had been since she'd last gotten a look at the enrichment center, but the dust, wild plants, broken panels, and sparking machinery told her a story of at least a few decades. And many things had happened recently, she knew, contributing to the change.

She paused for a moment to stop her movement on the rail—she was still getting used to using commands to do so, rather than simply ceasing to move her legs—and looked around her. Her rail was suspended over a shuddering catwalk, which had more than a few plants winding about it. It extended to another section of the enrichment center, which towered like a mountain above the rusty walkway—it was a testing track, she knew that much, though she wasn't sure of which one. Looking a bit closer, she was surprised to find no elevator shafts going to or from the track—or well, there _were_ shafts, but they didn't look like lifts. How on earth would the test subjects reach it? Perhaps it wasn't—

The sound of whining gears and hissing pneumatics quickly reached her ears—aural sensors—and with a quiet gasp she spun around, darting away from the walled-off track. It was either being modified or used, and either way meant that _her_ attention would be focused on that place.

Once there was an actual floor beneath her as opposed to the railing of a catwalk, Caroline turned around and stared at the enigmatic testing track. Whatever was going on there, she would have to find out later and hope _she_ wouldn't notice her. She had no idea what to do next, but dying was definitely not on her list.

As she tried in vain to watch the activity from afar, she noticed that she was panting, as though she had physically exerted herself. Part of her knew this was normal, but the other part of her knew better—she was in a robotic body, and could not breathe when she lacked lungs.

Her eyes—her _optic_ narrowed at the thought, but suddenly opened wide, contracting to a pinprick as the realization struck her: _she could not breathe_.

Immediately she began to gasp for air, taking in deep gulps, but her lungs were not filling. She struggled and writhed, throat constricting as he breathing picked up, but nothing was working, she couldn't breathe, she was suffocating—

_She couldn't breathe—she was breathing in not only oxygen, but also a chemical—she knew the name, she knew it, but it was far away, even while the scientific part of her brain was rattling off the chemical's effects—drowsiness, nausea, headaches, injuries from collapsing after losing consciousness—but that was drowned out by the cloudiness that was filling her senses, making her vision fade, her breathing slow—_

Caroline's optic flashed, and all signs of distress vanished immediately. A vague memory of something she'd read long ago was rattling off in her mind: _…the sensation that an amputated or missing limb, or even an organ, like the appendix, is still attached to the body and is moving appropriately with other body parts…_ She hung limply from her rail, staring intently at a spot on the floor. "I do not have lungs," she said firmly, as though scolding herself. "I don't need to breathe."

But the primal part of her—the part of her that still remembered being in a body of flesh—was starting to panic again, because she was not breathing, and she needed to breathe to live—

But the scientific part of her quickly countered. "I am no longer in a human body, and no longer need to breathe." She shut her optic, focusing on that thought as she tried to quell the urge—the instinct to gasp for air. "I am in a robotic body, and _do not_ need to breathe. I _do not_ need to breathe."

While the urge was not quashed entirely, it began to subside, calming like a soothed yet untamed animal.

Slowly Caroline opened her optic and gave a quiet laugh. She knew she could find comfort in Science. It was the anchor that kept her firmly grounded to the world when everything else seemed to be slipping away. When she could not trust those around her, be they human or robot, and even when she could not trust her own feelings, she knew she could rely on the cool logic of Science.

…Most of the time.

She shut her optic again, fighting against the surge of emotion that threatened to overwhelm her. She had already gone _there_ many times before, and she didn't need to retrace those steps right now. Right now, she needed to figure out what to do.

Turning, she stared at the testing track, whose sounds had begun to fade as its subjects—if they were indeed there—moved further down the track. That was not the way to go. Whatever she did, she could not let the central AI know of her presence. She knew she was not wanted, or else she would not have been chased out of there in the first place.

Heaving a sigh—that was an action showing emotion, not an attempt at breathing, she told herself before the primal urge flared up again—she rolled down her management rail, venturing into another part of the facility. She had to do something—though she didn't know what just yet. A vague memory from years ago told her that she herself had been testing before the transfer, but that was not something she could do now, she thought with a hollow laugh.

Looking up, she saw her rail branch off to different parts of the facility—none of which she was familiar with. Well, that would be a start, at least—making herself familiar with what had become of the enrichment center. She meant to nod to herself, but felt her whole body move with the action—she'd briefly forgotten that she was a core, made up of only a sphere.

Well, that would be something else to do along with way: make herself familiar with her new body.

Choosing the left branch of the rail, Caroline smiled to herself, feeling her nonexistent lips curl and her existing optic brighten. "Time to make the best out of this," she said, and picked up the pace.

* * *

" _Hello, and welcome to the Aperture Science Computer-Aided Enrichment Center._ "

The camera turned, focusing on the scrawny human that was rising from the pod bed on one side of the relaxation chamber. He blinked wearily, apparently not comprehending where he was or what was going on.

A hissing noise emanated from some of the vents in the room as she added a little more adrenal vapor to the oxygen supply. " _Your specimen has been processed, and we are now ready to begin the test proper. The portal will open in three, two, one._ "

A portal opened on the only panel in the room, allowing the human a way out. But instead of immediately passing through it, he looked through the windows of his small chamber at the blue portal that had opened outside, and then at the orange portal closer to him. Frowning, he stepped through the orange portal, looked around, and gave a start, jumping backward into relaxation chamber again. He repeated this process a few times, appearing bewildered.

Her voice betrayed no emotion. " _Yes. Please proceed to the next room._ "

When the man only poked his head through the portal in response, she allowed a section of the floor behind him to lift at an angle, shoving him through. Before he could go back again, she closed the portals.

" _Please proceed to the next room._ "

The human scratched his head, looking around in confusion before slowly walking toward the open door.

The camera watched him as it sent its feed to the central AI chamber of Aperture Science, where she watched.

GLaDOS's faceplate slid downward, giving her a clearly annoyed expression while her voice remained neutral as she continued to guide the human through the first few chambers.

This was not what she had expected when she'd gathered the humans from the newly-rediscovered human vault. Certainly she enjoyed surprising people, but being surprised was _not_ something she enjoyed, especially when that "surprise" was that the humans in storage were far stupider, flimsier, and weaker-willed than she had remembered humans being.

Her last experience with a human had been the mute lunatic—after testing and hanging around her for so long, she'd forgotten that most humans weren't nearly as tenacious.

A scream rang out through the chamber, and GLaDOS re-adjusted her cameras to find that the human had managed the impressive feat of landing incorrectly while wearing long-fall boots. " _Oh. You appear to have broken your legs,_ " she said calmly, optic lighting in amusement despite herself. " _Well, try to crawl on through and finish the test._ "

The human did not respond other than continuing to howl in pain.

Oh well.

Without so much as a sigh, the AI opened the air vents of the chamber, allowing some neurotoxin to spew out and put the human out of its misery. Not that misery was a bad thing, but it got a little dull after the fourteenth test subject or so.

GLaDOS did not immediately wake the next human, instead flipping through her records to review the results of the previous tests. There were a few humans that had made it to the later test chambers, but most of them had somehow managed to kill themselves within the first ten chambers. She had to admit, some of them had found some creative ways of dying, such as tripping over their own feet into a pit of acid, or getting themselves shot by dying turret fire.

Amusing as these were to watch, there was one major problem: it had only been three days since she'd started testing with the humans, and already over a quarter of them were dead.

GLaDOS lowered her head, staring down at the center of the floor in thought. She had about thirty different testing tracks ready at the moment, but none of them had been yielding spectacular results. They'd worked well before, back before a certain lunatic managed to break out of chamber 19 in testing track 14. But perhaps the tracks needed some updating. In fact, she had begun to suspect that as she watched the first four dozen test subjects die, and had decided to start cleaning up Old Aperture to make room for new chambers. The nanobots and other constructs had been at work for a couple days now, and some of the new chambers would be ready by the end of the week.

...Which would only be useful if she could get her current supply of test subjects to last that long.

Perhaps, she thought, these humans were suffering brain damage from being in storage for so long. While the human vault was designed to keep humans alive for longer than even the extended relaxation centers, apparently even it had its limits.

Or it could just be that the only humans Aperture had gathered at the time were complete idiots. It wouldn't surprise her. Few things would at the moment.

One of those few things included a rumbling from deep within the facility.

" _What,_ " she said flatly. Quickly she sent out an electronic question to the nanobots working in Old Aperture, asking them if they or any of the other constructs had caused the disturbance.

They replied with a negative.

Optic narrowing, GLaDOS began to search as much of Old Aperture as she was able—which, she was not happy to admit, wasn't much. Even when Blue and Orange had connected her to the rest of the facility, her vision and control there were still limited.

She picked up a few instances of lights rapidly being turned on and off and random mechanics moving, and quickly went to trace these foreign commands.

For the first time in a long time, GLaDOS's frame tensed in worry: something—or rather, some _one_ —had gotten control of the prototype chassis in Old Aperture.

No constructs could normally get access to that particular area, which meant that something other than a robot was controlling that chassis. But if it wasn't a robot, then…

Looking down, she flicked through her memory files, going over all of the test subjects that had died recently. Eventually she came across one that had managed to fall through a short gap in the floor, falling far out of the range of the test. She'd written her off as deceased, then, but could she have…?

Another memory jumped into the forefront of her processor: the memory of a certain human escaping one of the chambers and making her way to the central AI chamber, and—

"No."

The word rumbled throughout her chamber.

" _That will_ not _happen again._ "

With a rapid series of commands, GLaDOS took a number of testing tracks and began methodically taking them apart, rearranging them to be more dangerous than before. She would fight fire with fire—murderer with murderer. None of the humans were at that level yet, of course, but that would soon change. Soon, she would turn them into killing machines.

* * *

This had to be the way. She had to be getting somewhere—a place where she could get her bearings. If she couldn't find a place she'd known from before, perhaps she would re-discover a place she'd been to a few days ago, or maybe last week. Something familiar. _Something_.

But when Caroline came to another fork in her rail, she found herself facing the outside of yet another testing track that she hadn't remembered seeing before. Long ago, each chamber in a track used to have at least one unmovable panel with the track and chamber numbers emblazoned on the outside, but none of these did. Even before that, they used to have testing tracks with completely immobile chambers and panels, but she couldn't find any of those anymore.

Every time she thought she was getting closer to something familiar, she would find herself more and more lost.

Caroline's eye shields drooped in exhaustion. "What am I doing?" she muttered, hanging limp from her rail.

Slowly her optic slid closed, and she allowed herself a moment to rest, just taking in the sounds around her: wind, machinery—the constant _thrum, thrum, thrum_ of the heartbeat of the facility—and somewhere farther off, a faint dripping of water leaking in from the surface.

Rain.

_She could feel it splashing against her skin, soaking her dark hair, her dress, her scarf as she rushed across the parking lot. She was running, even though she knew she was five minutes early. Perhaps if she got to her office soon enough, she could start the coffee machine…_

With a quiet whirr, Caroline came out of the memory, sighing as one of her old urges flared up within her. Cores had no sense of taste, of course, but that didn't prevent her from remembering the bitter taste of the black coffee she used to drink every morning. She felt like her tongue was swollen in her mouth, like her throat was dry—a drink would be nice.

"Machines can't drink," she said softly, closing her optic. "I do not need to drink. I do not need to drink."

She'd thought the urge to breathe had been hard enough to quench—but so much of her still remembered her old body that she was occasionally overwhelmed by the different urges. Sometimes she would find herself growing weak from hunger, or dry from thirst. Itches were a greater problem, because cores _did_ have tactile senses and could get itches in their casing or handles, but half the time she didn't know whether it was some phantom limb or a part of her actual body that was itchy.

It was a wonder she hadn't lost her mind yet.

While she tried to force herself to think logically—to remind herself that she was no longer human and should no longer be affected by things such as hunger or thirst—she found it was more difficult and exhausting than she'd imagined, especially with so little around her to distract her. But while the only solution to the other urges was just to grit her metaphorical teeth and bear them, she did have a solution to at least one.

While cores didn't necessarily need to sleep, they did have a power-saving sleep mode that would leave them dead to the world until the mode ended, or until something woke them up. Caroline was hooked up to a power source and didn't need the sleep mode to save energy. But while her body was a machine, her mind was still human and could still get mentally exhausted. So when she found herself growing tired and frustrated from getting lost in the facility, she would allow herself to dive into sleep mode, giving her mind a rest. It wasn't quite true sleep, but it was close enough.

Caroline was just relieved to find something to remind her that she was still human.

Her dulled yellow optic glanced from one side of the fork to the other, and she had no idea which one to choose. Either one would get her more lost than she already was, and she was too tired to deal with that right now. With a faint smile in her optic, she allowed herself to power down into sleep mode.

* * *

" _Just what do you think you're trying to do?_ "

With a sharp gasp, she snapped out of sleep mode, optic contracted to a pinprick. She felt her heart pounding—though she knew it wasn't really there—and her processor whirring frantically. It was that voice, the one she'd been trying to avoid, the one she'd been trying to stay away from, or else _she_ would find out she wasn't deleted—

" _Fine,_ don't _face the turrets. You can stay there until you starve to death. Or die of old age. Whichever comes first._ "

Slowly she relaxed, her expression changing from terror to confusion. So GLaDOS wasn't talking to her— _she_ hadn't seen her. But then, who…?

" _Now you're sobbing like an infant. My records tell me that you are thirty-seven years old—_ hardly _a child._ "

Caroline shook her head—her face—and looked around for the source of the voice. It appeared to be coming from one of the nearby testing tracks—one that the fork in her rail led closer to. Carefully she allowed herself to slide closer to the track, looking around to find some gap in it. At first she thought this effort might be fruitless—usually only defective chambers actually opened into the facility—when she spotted a large gap in one of the walls. Optic widening in surprise, she crept closer to get a better look, prepared to check for cameras first to make sure she was out of their range.

Her processor nearly overheated at the sight before her.

Though she could not view the whole chamber, she could easily see a number of crushers ramming into the floor at timed intervals, enormous gaps in the floor, mostly non-portal-conducting surfaces, and an army of turrets. The latter was facing a clear wall, and behind that… dressed in test subject garb, curled into a fetal position with a portal gun sitting uselessly to his side, was a man.

A human. GLaDOS was testing a _human_.

…It was a good test, though. Certainly challenging and almost deadly, but a very good test. From what she could see, it was solvable—she didn't figure GLaDOS would ever make an impossible test, of course—though the solution wasn't an obvious one. Plus, there were all the dangerous elements there—the crushers, the turrets, and if she looked just a bit farther, it looked like there might be an acid pit back there somewhere. And there were the pits, of course… She'd never used bottomless pits herself, but they seemed like a good idea—overall, the hazards would test the subject's courage, putting him through intensely dangerous, frightening situations. This test subject didn't seem to be performing well, but perhaps the next—

_What am I doing?!_

Caroline backed away from the chamber and darted off, shaking her face frantically as she tried to get the thoughts out of her mind and focus on something more important: When she was in the chassis with GLaDOS, she had learned that the only human alive there was the "mute lunatic"—a woman. Yet the human she had just seen was definitely male. But how could she have obtained another human to test on?

Her mind wandered as she continued down her rail. Aperture used to keep its test subjects in the temporary relaxation chambers just before a test, and the extended relaxation chambers if they were waiting to be tested… and, if they were farther back in line for testing… the human vault.

GLaDOS had discovered the human vault.

Caroline shut her optic as she was suddenly overtaken with a wave of nausea—whether real or imagined, she wasn't sure. After all these years, there were humans still alive here, and _she_ was testing them to death.

"This… this can't happen," she whispered, stopping on her rail to look back at the testing track in the distance. "This _can't_ happen. I… I won't let her do this—!"

But what could she do? She was no longer in a human body—she was a worthless, twelve-inch-tall core; and _she_ was an enormous, all-powerful AI with full control of a facility full of turrets and mashers and neurotoxin and Science knew what else, and…

…and she still had to do something.

Optic flaring, Caroline charged forward. She still had no idea where she was going, but at least she had a purpose this time. She would find a way to stop GLaDOS and save the remaining humans.

She owed them at least that much.

* * *

Caroline wasn't sure how many days she'd been charging throughout the facility, trying to push past her mental exhaustion to keep going for just a few more hours. It was tempting to take a break and go into sleep mode, but she had to resist that urge. The longer she took to do this, the more humans GLaDOS would kill.

But as for what "this" was, she still had no clue. She'd tried accessing different areas as she came across them—testing tracks, parts of the turret manufacturing wing, panel production lines—but usually some other core or a management robot would shoo her away. She wasn't entirely sure about where their allegiance lied, whether they still worked under GLaDOS or if they were doing their own thing, but she wasn't going to risk talking with them too much, lest they alert her presence to the central core.

Not knowing where else to go—or where anything even _was_ in this godforsaken place—she decided to pick a specific directly to move in. Whenever her rail allowed, she would move downward, bringing herself deeper and deeper into the facility. There was a small hope in the back of her processor that she could get to Old Aperture, but she knew that hope would be in vain; the old facility had been sealed off years ago. In fact, she had overseen it herself—the old chambers and offices were unstable, and she'd heard reports of the unfortunate results of some of the older experiments still lurking in some forgotten corners. While Aperture wasn't a company that cared much about employee well-being, the old facility still seemed far too unsafe, even for _their_ standards.

Besides, that was all behind them. Science marches on.

Straight into the depths of Hell.

With a shudder, Caroline forced herself away from that line of thinking. Now was not the time to think about it. Now, she needed to find something— _anything_ that could possibly help her free the test subjects.

Even though she'd been lost in her thoughts for a while, she had still been moving forward, automatically taking the lower path whenever she was able. But once she shook herself out of her thoughts, she found she was yet again somewhere else unfamiliar. While the facility was generally run down—with the exception of the areas that _she_ was fixing up—this place appeared even more so. If there were ever management robots down here, it had been some time since they'd been around—the catwalks were covered in decades' worth of rust and dust, and many of the lights flickered pitifully. It wasn't near any testing tracks, at least—this area was far too open for that, while the test chambers were often close together.

Caroline frowned, squinting her optic as she tried to see in the dim light. She couldn't remember how long she'd been moving downward, but it must have been for quite some time, given how ill-maintained this place appeared to be. It was obviously an older section of the lab that GLaDOS wasn't bothering with anymore.

But… no, that couldn't be. Close by, she could still hear that constant _thrum, thrum, thrum_ of machinery—or perhaps something else…? She narrowed her optic, moving farther along her rail as she tried to see what was on the other side of the room. It appeared to be… pumps? Pumps that were attached to three separate tubes—each about six feet or more in diameter—and each labeled with a color. Blue, orange, white…

… _Gel_?

But they had stopped testing the gel years ago! They'd all proven to be too expensive and dangerous to use anymore—she herself had been the one to stop the production. While there had been some vast quantities of the stuff still around, they had been sealed away in Old Aperture… in…

Old… Aperture…

Pupil contracting to a pinprick, Caroline sped backwards on her rail, rushing away from the gel pump station. She kept going, forcing herself to move faster as she went farther and farther, looking for a landmark she must have missed—

And there it was.

A gigantic, circular hatch that had once been used to seal off the pump station—and the rest of Old Aperture—turned back on its hinge.

It had been unsealed.


	3. We're Out of Beta

Somewhere in the facility, there rang out a quiet, solitary _beep._

This was not unusual for the facility, where there were thousands—possibly millions—of machines performing hundreds of different actions simultaneously. There were beeps, clanks, hisses, whirs, artificial voices chattering amongst each other—truly the facility had a sense of liveliness to it, almost like a bustling city, despite nearly everything within being entirely artificial.

But what was unusual for the sound was that it came not from the lively upper floors of the facility, but from its depths, deep toward the bottom of the salt mine. There, the only sounds were the dripping of toxic sludge, the groans of rusty metal as it slowly decayed, and the mournful caws of lost birds. If the upper facility was a lively city, the lower facility was the ruins of one.

The sound came from one of many small structures that had recently been moved into the depths of the facility, the rooms sitting like rows of little boxes next to a towering, rusty shaft. Each box was about the size of a small bathroom, and indeed, they all had toilets. But unlike a bathroom, each of the boxes also contained a pod-like bed, a nightstand, and a few objects that were damaged beyond recognition. Aside from one panel, the walls of the rooms were made of glass, though too old and foggy to see out of.

What separated one of these structures—the one that had emitted the noise—from the others was two things: a dusty, battered cube sitting on the floor, and a human being sleeping within the pod bed. With another _beep_ and a quiet _hiss_ , the shield on the bed slid open, and Doug Rattmann blinked into consciousness.

Drawing in a deep breath and letting it out in a groan, the human slowly rose and winced at the stiffness in his back. His spine popped and clicked into place as he turned, blinking wearily at the fluorescently-lit room. "Where…?" he muttered, his voice barely a whisper.

As he waited for the fogginess to lift from his mind, he rubbed his hand through his hair and across his face. His hair was still the same length he remembered, and his face still gaunt as ever. But his brow furrowed in confusion as he wondered just where he was and how he'd gotten there.

**You're awake.**

He started at the voice, looking down at the floor beside the bed. The voice was entirely human, yet there was no human beside him—only an old cube.

…The cube!

Everything came back to him in a rush—the explosion, the turrets, the extended relaxation center—

"W-we're… still alive?" Doug stammered, rubbing his eyes in amazement. "I can't believe… the relaxation centers don't usually keep test subjects alive for this long." He paused, drawing in a breath. "But how long have we—?"

**I'm afraid I've lost track of time, but it's been a while.**

Doug stretched, feeling his joints pop and crack, and tried to move his legs. Immediately he cringed at feeling a dull pain and stiffness in his right thigh. "Agh—!"

**Be careful. Your leg is still injured from the turrets.** The Companion Cube seemed to bend toward him as though looking him over. **I'm not sure if the bullet is still embedded.**

"I-it should be," he muttered, finally pulling his legs out over the edge of the bed. "But it seems like it would be hurting a lot more if it was." Reaching down, he pulled up his right pant leg up to the thigh to examine the wound, and gave a start.

… **Oh.**

"You… you didn't see anyone…?"

**I may have… dozed off a few times.**

Doug stared. Where there should have been a nasty bullet hole in his leg, there was an old bandage tightly wrapped around it. With shaking hands, he managed to untie the bandage, revealing a scar where the bullet had hit. "One—one of the med-bots has been in here," he muttered, pulling the pant leg back down. There was still a hole in the fabric.

Resting his elbows on his knees and his chin in his palms, the scientist stared down at the ground in bewilderment. While he wasn't ungrateful about being patched up, something about the whole thing made him uneasy. Back when they regularly tested subjects, if a subject actually survived a round of testing, they would be brought back to the relaxation center where a med-bot would clean up whatever wounds they might have in order to preserve them for further testing. But…

"This isn't adding up," he said, lowering his hands. "We came here after _she_ was taken down."

**Perhaps other parts of the facility were left running.** The cube hummed in thought. **The turrets certainly were—and obviously this chamber was. Is it that unreasonable to assume other robots were still functioning?**

"No, I guess not." Doug heaved a sigh. "Still doesn't explain what's going on here."

**Let's have a look outside, then.** The cube bobbed in the direction of the door. **Perhaps that will give us some answers.** It watched as the scientist began to ease himself off the bed. **Watch your leg; it may still be stiff.**

"Yeah," Doug grunted, easing himself to the floor. His leg was indeed somewhat stiff, but then, so was the rest of his body. It would get better as he continued to move around. Glancing at the cube, he bent down, motioning to it. "You coming?"

**Of course.**

Soon his friend was at its usual spot, hovering directly behind him. With a satisfied nod, he rose to his feet and approached the wall, limping on his right leg. "Maybe we can get out of here this time."

**Maybe. If there's anywhere out of here to get to.**

"D-don't say that," Doug muttered. He felt around the wall and opened up a small patch, revealing an input panel, into which he typed a command. He hesitated, finger hovering over the "enter" key, and closed his eyes before pressing it. With a dull _beep_ , a section of the wall swung open.

**Oh my.**

Doug opened his eyes and staggered backward. "Wh-what—?!"

The sight that greeted him was not that of the facility he remembered. Instead of dusty, half-destroyed hallways and trails of dried blood, there was a dark, cavernous expanse with an enormous shaft just ahead, a number of others barely visible in the darkness beyond, ancient buildings around him, rusty catwalks connecting the different structures, and a lake of an unidentifiable substance bubbling far below. The air was stale and bitter, smelling of rust and chemicals, and dust stung at Doug's eyes.

"Wh-where the _heck_ are we?" he gasped, struggling to keep his legs from giving out from sheer shock. "This—this _can't_ be the facility…!"

**Perhaps it** _ **has**_ **been a long time,** the cube remarked, poking out from behind his back. **Or perhaps we've been moved.**

"No, the relaxation chambers only ever get moved between the vaults and the testing tracks. This is neither." He leaned against the doorway, his jumbled mind refusing to take in the sight before him. "Am I just hallucinating this…?"

**No, I can see it. I can also see other relaxation chambers.**

Doug gave a start, finally poking his head out of the chamber. Sure enough, his chamber was lined up with a number of others, all connected by catwalks. "But this isn't the relaxation vault. This is _nothing_ like the relaxation vault." Tilting his head back, he tried to find the ceiling of this strange place, but he only saw the enormous shaft, the top of which faded into the darkness above.

**Was Aperture not built in an old salt mine?**

"Yes, but… are you saying we're all the way down there? In the original mine?" He shook his head. "This was all sealed off years ago—we can't have been moved down—down here, I-I don't—!" His legs began to tremble before finally giving out, bringing him to his knees.

**Calm down. There must be an explanation for this.**

"There is," Doug breathed, "but I get the feeling… we're not going to like it."

**When have we ever liked anything about this place?**

He snorted. "There was definitely a time." Hanging his head, he stayed on the floor for a while, trying to focus through the confusion in his mind. Without warning, another memory snagged him, and he bolted upright. "The girl—!"

The cube took a moment to respond. **We left her in cryosleep. She is likely still there.**

"We need to get her out of there," he said, shakily rising to his feet again. "Wherever we are, it's probably not where _she_ is, unless you see any of the extended relaxation chambers here."

**I don't.**

Doug drew in an uneasy breath. "Then let's go." With that, he stepped out of the relaxation chamber, the cube hovering after him. The catwalk shuddered under his feet when he stepped onto it, and he went still, gripping the railing until he was sure the floor wouldn't give out from underneath him. Once the catwalk was steady, he carefully moved forward, heading toward the path that led to the entrance of the shaft.

As he got closer, he found a gate blocking the path to the shaft. Frowning, he approached it and examined it closely. There was a lever next to it, but he got the feeling it didn't open just the gate. "There's something odd here," he muttered.

**It may open the hatch to the shaft,** the cube noted.

Doug peered through the gate, noting the absolutely enormous circular hatch covering part of the shaft. He then looked up, trying in vain to see the top of the shaft. "Do you think it goes to the upper facility? I-if we _are_ in the original mine, anyway."

**Only one way to find out.**

Drawing in a breath, Doug reached out toward the lever, grabbing it and pulling it down.

_BEEP… BEEP… BEEP…_

The sound was almost deafening in the thick silence of the cavern, and it was compounded by the alarm that whined over the noise. Doug staggered backward, nearly bumping into the railing behind him, and whipped around, fearing that he'd awoken some ancient horror from the noise. His sunken eyes were wide with horror as he looked around as spotlights swung around the cavern; he half-expected vents to open in the distant walls and begin spewing neurotoxin at any moment.

A deep groan rumbled behind him, and he turned again to find the gigantic hatch grinding upward on its rusted hinge. Slowly it rose up, up, casting an ominous shadow over the entrance to the shaft. All the while the metallic groaning grew louder and louder, and Doug had to cover his ears for all the noise.

After what seemed like an eternity, the hatch finally rose to its peak, and simultaneously the alarms fell silent and the spotlights faded. Several lights came on with a loud _slam_ , illuminating the darkened shaft and displaying what the hatch had been hiding:

An average-sized door, a folding chair, and a couple broken bottles of pop.

The gate to the catwalk opened with a cheerful _squeak_ , allowing Doug to continue down the path… which he would, once he got over the completely anticlimactic spectacle he'd witnessed. He let out a sigh he'd been holding, resting his hand over his pounding heart. "Sometimes… I think I have this place figured out."

**And then something like** _**that** _ **happens.**

He shook his head and carefully moved forward, looking between the catwalk and the raised hatch to make sure neither of them would suddenly drop. Once he reached the entrance to the hatch, he pushed the door open, stepping in and looking around warily.

The shaft was poorly lit, and he could barely make out a number of enormous spheres suspended above, casting eerie shadows on the catwalks below. The spheres were connected both by catwalks and ancient lifts, and continued upward until they faded out of sight. Meanwhile, the bottom of the shaft was flooded with an unidentifiable substance that reeked of chemicals. From the distance came echoes of water dripping into the pools; the only other sound was a faint metallic groaning from somewhere in the depths.

Doug could not move forward.

"This is one of the old testing shafts," he whispered, as though to keep the spheres looming above from hearing. "It's not safe here."

**It's not safe anywhere.**

Some ominous, high-pitched noise rang through his mind, and he could feel his breathing quicken and his bones shake. "People have died in these shafts."

**People have died** _**upstairs.** _

The sound grew louder. "No—even employees running the spheres were injured and killed. We have to get out of here."

**And go where?**

"There—there were other catwalks—" The sound in his head was deafening, and he whirled around to make a mad dash out of the shaft—

_**Look out** _ **!**

—and stopped just in time to avoid being hit by the hatch to the shaft as it smashed through the catwalk, nearly sending him flying. Frantically he grabbed onto the rails of the broken catwalk, watching in horror as the hatch fell into the depths of the mine. It was a good ten seconds before he heard the tremendous _SPLASH_ as it crashed into the lake below.

The sound hadn't been in his head; the hatch had rusted completely off of its hinge.

**No turning back now.**

"…Right," Doug panted before crawling to the safety of the shaft's entrance. "Right."

After taking a minute or two to recover from the shock, he rose to his feet and took another look inside the shaft. Parts of the catwalk were destroyed—possibly rusted away, or else smashed by parts of the ceiling falling from above—but one path still led to what appeared to be a structure with yellowed windows. Out of one side of the structure was yet another catwalk, which led to a lift that went to the lowest sphere. Along the path to this building were signs warning of the dangers of the lake below, displaying a silhouette of a man being dissolved in acid. Doug frowned at these, keeping an eye on the catwalk below as he crept toward the building.

"How many people died just from a simple misstep here?" he muttered.

**Do you really want to think about that?**

Doug shook his head as he approached the door to the structure. There was a date above it, but it was hard to make out—while he could clearly see the "19," there was a hole in the wall that mostly obscured the last two numbers. Squinting his eyes, he managed to make out a "5" as the third number, but gave up on the last one. He then turned to the door, opening it and cautiously peeking inside.

A pitch black room greeted him.

"…Did you see another way to those spheres?"

**No.**

Wincing, he pushed open the door further, allowing the feeble light from the shaft to illuminate part of the room. He had to stand there for a bit to let his eyes adjust to the darkness, but finally he managed to spot a switch on the wall. Slowly he inched forward, making sure the floor wouldn't give out and drop him into the toxic lake below. As he reached toward the switch, he glanced back at the doorway, readying himself to bolt if something went wrong. Once he was sure he could get out soon enough, he grasped the switch and pulled it down.

Immediately the entire building was flooded with light, illuminating an enormous room that might have looked impressive in its heyday. Enormous letters reading "APERTURE SCIENCE INNOVATORS" with the 50s Aperture logo hung from the ceiling, though now it looked more like "A PER U E SCI C IN OV T R ," for nearly half of the letters had crashed to tiled floor below. One side of the room was covered in yellow-fogged windows, through which two or three lifts to the surface—all with "out of order" signs plastered onto them—could barely be seen. Stairs led up to a smaller office, possibly a check-in point, which led elsewhere.

Doug might have stood back to appreciate this sight had it not been for the blaring, off-key music that exploded from the ancient speakers shortly after the lights came on.

"WwwEEe **EEEl** c-c-c-c-com _e to_ AP _er_ _ **T-T-T**_ _URE_ S-S-S—ence!" stammered a warped voice over the music. A few glitched, static-filled squawks spurted out of the speakers before the voice and music resumed in a normal key: " _—Johnson, CEO of Aperture Science. You're here because we want the absolute best test subjects, and you are it!_ "

During this slight pause in the pre-recorded speech, Doug leaned against a nearby wall, draping his arm over his eyes. "Didn't think I'd be hearing that voice again anytime soon," he muttered.

**It could be worse.**

" _So, who's ready to make some Science?_ "

" _I am!_ "

" _Hah, of course you are, Caroline. Now, we've got some special_ new _Aperture products for you to be testing, so step right up and get to it!_ "

And finally the music faded, bringing the room back to its usual eerie silence.

Doug winced at the mention of "Caroline"— _there_ was a name he hadn't heard in a while, though the voice sounded much different from what he remembered. And anyway, there was something more important to think about. "Testing, huh?" he muttered, glancing at the cube hovering behind his back. "What 'new' products would they have made in the 50s?"

**I'm not sure. The portal gun itself?**

"Maybe. Might make for an easier way for us to get out of here… if there's one up there." The scientist cast a glance up at the office above, and with a weary sigh, began to trudge toward it.

His usual caution proved useful as he avoided falling through a few broken stairs, and he made it to the office without much incident. There was a receptionist's desk with several decades' worth of dust covering a pile of faded sign-up sheets, but otherwise there was little else of note there. It was when he continued on into the massive hallway that yet another recording echoed throughout the building:

" _Alongside our patented Aperture Science Quantum Tunneling Device, we've begun testing another great new product: turrets!_ _Say hello, little fella._ "

"Hello."

_**To your left** _ **!**

With a cry of horror, Doug dove forward, sliding across the dusty carpet and turning to his left, wide-eyed. He could now clearly see the flickering red optic staring at him through a yellowed glass wall, but otherwise, the turret was still. It was also missing its usual white casing.

" _Cute, isn't it? Well, that's just the demo version. Trust me, the_ real _version won't seem so cute once it's firing fifty bullets per second directly at your vitals. That soft voice just lulls you into a false sense of security. Or, that's what it's supposed to do. You tell us! Though if you've got most of your organs replaced with lead, you probably won't be able to do that—but don't worry! If that's the case, we'll know we've succeeded._ " A pause. " _And we'll patch up what's left of you afterward._ "

Slowly Doug rose to his feet, never taking his eyes off of the construct sitting behind the glass. "Turrets," he breathed. "We had to pick the shaft where they were testing _turrets_."

**At least we know what we're up against,** the cube noted, then paused. **I can cover for you if you need. I have six hearts to spare.**

" _No_ ," Doug hissed, finally breaking his gaze away from the turret to glare at the cube. "I'm not letting you get hurt."

**I can take more punishment than you can. I was built for it.**

Doug shook his head. "We've gone over this before. Y-you weren't the first—" He stopped himself, fighting against the memories from years ago. "No. I'm not letting something like _that_ happen again."

**All right. We'd better get going, either way.**

The scientist nodded, turning to look down the hallway. There was an old, dusty portrait of Cave Johnson on the walls, but the dust and fogged glass hardly took away from the portrait's charm. It was the CEO in his younger years—long before he'd contracted his fatal sickness. Turning away from that, Doug found a few old benches sitting on the carpet nearby along the path to the testing spheres. It was easy to imagine the test subjects sitting around in eager anticipation, not having a clue as to what they were getting themselves into.

_Well, they know now, if any of them survived,_ Doug thought wryly. With that, he finally began to march down the path, turning back to look at the turret one last time before moving on. As he passed into the next room, another pre-recorded message crackled out of the speakers.

" _Before you start testing, we'll need to set you up with some equipment. Now you might have heard rumors of some mystical, space-bending, portal-creating device we've concocted here at Aperture, and let me tell you right now: all those rumors are true! Well, except for the part about the portals occasionally flipping your skin inside-out and turning your livers into rocks. We fixed that last month._ "

" _Mister Johnson—_ "

" _Right, yeah, I know. There should be some Aperture Science Quantum Tunneling Devices hanging on the wall there, so pick one up, strap it to your back, and let's get some Science done!_ "

" _Sir, the equipment?_ "

" _Oh, thank you, Caroline. If you haven't already, change into some of our Aperture Science-branded clothing, free of charge! If you're gonna be test subjects, you should look the part. Don't forget to grab a pair of braces, either. …But bring those ones back after the test._ "

Doug frowned as the speakers fizzled off. "Didn't realize the liver rumor was true," he muttered. He remembered back in his day—when the scientists were still around—he'd hear all sorts of crazy rumors every week. Nearly all of his co-workers stopped bothering to find the truth behind the rumors, but Doug never did.

It was one of the reasons he was still living.

**Are you all right?**

Starting out of his introspection, Doug shook himself. "Fine," he mumbled, glancing around the room. "Just some old memories again." He stared intently at some of the empty clothing racks in an attempt to focus his mind on the present.

**Hmm. Looks like there's still some devices here.**

Turning to the side, he spotted a number of hooks sticking out from the wall, and two large devices hanging from a few at the very end. The "handheld" part of the "Aperture Science Handheld Portal Device" started to make sense as he took in the sight of the enormous shoulder-mounted "Quantum Tunneling Devices." They were incredibly bulky, with a few handles and antennae sticking out of the metal casing, while a hose stuck out from the back. At the end of the hose was what looked like a hair dryer with two triggers on the handle—one for each portal, probably, and no anti-gravity grip. Wonderful.

"I… think you'll have to move for a second," Doug said, glancing back at the cube.

A few minutes later, the cube was rather unhappily sitting atop the portal gun predecessor, while Doug was rather unhappily trying to support himself under the weight of both the cube and the device.

**Well, let's hope a test subject accidentally dropped a portal gun that fell through a hole in the floor and somehow made its way down here.**

"That's incredibly optimistic of you," Doug grunted, flinching as he adjusted the device's straps. "For once, though, I think I'm grateful for the advances this place made… Whoever came up with the handheld portal device is a genius."

**Also dead.**

Swallowing at the grim comment, the scientist trudged onward toward the building's exit, hoping the same fate didn't await him in the testing spheres ahead. Nonetheless, he tried to move as quickly as he could before the Quantum Tunneling Device's weight completely wore him out.

Doug was glad he knew better than to take a deep breath as he pushed open the door—the smell of chemicals and stale air was still as bad as ever. He covered his mouth and nose with his hand as he moved over the catwalk toward the creaking lift up ahead. As he stepped inside and pressed the button, he was relieved to find the thing still worked—with a few rusty grinding noises, the lift rose, taking him closer to the sphere looming above.

" _Now, your first test is just a simple one to show you how that marvelous device you're wearing works. Should be straightforward. If it's not… I don't know what to tell you._ "

The lift stopped, and the doors creaked open, revealing the ancient test chamber. Much to Doug's surprise, Cave had been telling the truth: The chamber before him was a single room that was covered in portal-conducting surfaces. There was a sizable gap—too wide to jump over, too deep to climb out of—dividing the room in half, and an exit door on the other side.

**If all the tests are this straightforward, we should have no trouble getting back to the upper floors.**

"I hope you're right," Doug said, finding himself smiling as he pointed the hairdryer-shaped gun at the wall. One portal on one side of the gap and one on the other, and he was already walking through the exit door and into the lift beyond. Maybe this wouldn't be so bad after all.

" _Great job! The fact that you've completed this test means you are not brain damaged—which you shouldn't be, of course, but we_ have _had that happen once or twice. But now in this next test you'll meet your first real challenge. Time to see what that device you've got strapped to you can_ really _do. Hah! See if you can make your way up._ "

As Cave's rambling came to an end, the lift's gates creaked open to reveal the next chamber. This one had a number of floors between the high ceiling and the lowest level, as well as only a small number of portal-conducting surfaces, one of which was at the bottom of a pit in the center of the room. The objective was simple enough: the subject must use the laws of physics to fling himself up to the higher floors.

**No turrets yet.**

"I'm not complaining," Doug muttered as he approached the pit. Aiming the gun, he fired at the portal-conducting surface below, then shot another portal at an angled surface nearby. He hesitated momentarily—as any sane person would before jumping into a twenty-foot-deep pit—and stepped forward.

The tails of his worn lab coat fluttered behind him from underneath the Quantum Tunneling Device as he dropped into the pit, and he thought briefly to carefully position his legs so he would land on his feet.

With a jarring change of gravity and a sudden wave of panic, he shot through the portal just as he realized he was missing a key piece of equipment.

"AAAGH—!"

His cry was muffled by a choking noise as he landed incorrectly on his bad leg, sending a wave of pain shooting through the limb. Tears streamed down his face as he began to scrabble at the ground frantically, trying to turn his focus away from the intense pain in his leg.

" _Great job, test subject! Aren't you glad you're wearing our patented Aperture Science leg braces? Of course you are—otherwise you probably would've broken your leg or something. And if you did, don't worry. The braces are in the testing stage too._ "

**There weren't any leg braces in the equipment room.**

"I— _know that_!" Doug hissed through gritted teeth. His bony fingers curled around a chunk of debris on the floor, which he gripped tightly until the pain began to fade from his leg. Once he was able to think a little more clearly, he pulled his injured leg closer to his body and felt around it. It hadn't broken, fortunately, but it still hurt like the devil.

After lying there for a moment and wiping the tears from his face, he struggled to his feet, flinching at the pain in his leg. "N-now what…?" he wondered aloud as he looked toward the ceiling of the chamber. There were still two more floors to ascend.

**Try to make it through to the end of this chamber and maybe we can find some way to escape.**

He shook his head. "I'll break my leg if I try that again."

**And you'll starve to death if we just sit around here doing nothing.**

Wincing, Doug rubbed his eyes. "Our life is a series of painful options, isn't it?"

**I suppose so. Then again, I'm not sure I can feel pain.**

Doug grimaced, heaving a sigh as he looked around the chamber again. "I guess you're right, though… Keep an eye out to see if there's some other way out of this chamber, and I'll see if I can survive the rest of this test."

**Can do.**

With a flash of light, Doug fired a new portal at a nearby raised surface before walking to the edge of the floor. He was even higher above the pit now, but what else could he do? Closing his eyes, he stepped off the edge, allowing himself to drop into the portal below.

As soon as he felt the gravity change, he tried to reposition himself in mid-air, aiming his back toward the floor so the Quantum Tunneling Device would take most of the impact—which it did, but it still jarred his spine. A strained cry of pain tore through his throat, and he stayed on the floor for a moment, breathing deeply.

**Are you all right?**

"I-I'm not… dead yet…" he gasped. "D-did you see anything…?"

**No. I think we'll just have to try to finish the chamber. But… please be careful.**

"C-can't… can't make you a-any promises there…" After a few attempts, Doug managed to roll onto his side, wincing at the pain in his back. _Just one more floor to go_ , he told himself as he shot the final portal to another angled surface. _Just one more drop…_

Struggling to his feet, he gave another choked cry at the pain in his leg and back. Still he limped toward the edge of the floor, looking down at the other portal so far below. "Wh-what if we don't make it?"

**I don't know.**

Doug looked over his shoulder at the cube, which tilted itself in an expression of worry. He returned the look before turning his gaze toward the portal again and drawing in a breath. "Well… here it goes."

Before he had the chance to hesitate, he stepped off the floor, letting himself plummet toward the portal below.

**If we don't make it out of this, I wanted to tell you…**

The gravity shifted, and he was flying toward the final floor.

… **thank you for not disregarding my advice.**

Doug didn't have time to respond as he felt the force of the impact completely knock the wind out of him. He gasped and choked, fighting against the pain in his chest as he lay sprawled on the uppermost floor of the chamber. Distantly, he heard Cave Johnson's voice ringing throughout the sphere:

" _Great work, test subject! You're well on your way to completing your tests, and in doing so, helping us win a Nobel Prize or five. Keep it up, and try not to get blasted to pieces during this next one._ "

He felt the cube lean into his shoulder. **Can you get up?**

"I—I—I don't… know…" he gasped, still fighting to breathe properly. He tried to get his legs underneath him, but the pain made him think otherwise. "I-I think… I'll j-just rest here… a moment…"

**You made it through, at least.**

"Y-yeah, but… but what about the n-next… test…? I-if there's any more jumps like that…"

**We won't know until we get there.**

He shut his eyes, taking in as deep a breath as his body would allow. He could still feel himself flying through the air, the wind rushing all around him as he fell. It seemed like he was falling forever, the portal below him never coming any closer—he simply continued to plummet, waiting to feel his stomach jump with the shift of gravity. He looked up to see how far away the ceiling of the chamber was, then looked down again, only to find that the portal had disappeared, and he heading straight into a cement panel—

Doug started and gasped, feeling as though he'd dropped a short distance to the floor beneath him. He was still sprawled out on the highest floor of the chamber, and his entire body pulsed with a dull ache.

**Welcome back.** The cube sounded relieved. **You've been out for a while.**

"I-I thought I was going to be out for eternity," Doug whispered, pushing himself up on his arms. He was still sore, but at least he could move now. Shakily he managed to rise to his feet, and staggered toward the lift. "Do… do you think there will be any jumps in the next chamber?" he asked as the doors creaked shut behind him.

**Maybe, maybe not.** The lift began to rise. **But I think I know one thing that** _ **will**_ **be waiting for us.**

Doug leaned against the wall of the lift and glanced back at the cube. "What's that?"

**See for yourself.**

A few moments later, the doors creaked open, and Doug's body tensed up completely at the sight of red beams crossing over a narrow catwalk.

Unlike the previous chamber, this one had no true floor—it consisted of a catwalk that went straight from the entrance to the exit, a couple platforms with portal-conducting surfaces, and a single turret sitting atop each platform. Unlike the turrets he was used to, these ones had no pristine white casing—only the black metal framework.

**No jumps, at least.**

"R-right," Doug whispered, glancing at the far wall and shooting a portal at it. Biting his lip as he turned to face one of the turrets, he fired his gun at the space underneath it.

"Hooray!" the turret cheered as it was suddenly fired through the wall. It sailed over the catwalk it had previously been standing on, one of its stiff legs bouncing against the railing before it plummeted into the abyss below.

Doug stared down after it, hollow eyes growing wide. "That's it."

**What's it?**

He looked over at the cube, then back at the remaining turret. "If—if I can deactivate that turret without letting it fall, then I can use its parts to cobble some leg braces together—"

**Don't be ridiculous! You'll get yourself killed doing that. One step too close to a turret and you'll be dead.**

"And I'll be dead if I _break my leg_!" he cried, shooting a glare at the cube. "What else am I supposed to do?"

The cube remained silent.

Doug winced. "Sorry," he muttered.

… **I understand. But I'm more scared of the turrets than I am of falling.**

"But you can warn me when I'm within range, right?"

… **I could.**

Nodding, he continued forward, treading carefully down the catwalk past the spot where the first turret had been sitting. He drew closer to the second one, watching it for any signs of its noticing him. Looking over at the wall to his right and measuring the distance and angle, he fired a portal a foot or so ahead, then aimed his gun at the turret.

**It's not going to deactivate until it hits the ground.**

His eyes narrowed as he focused, pointing the gun at the turret's legs.

**It will still be active when it comes flying at you.**

Once he had his gun aimed properly, he turned to look at the portal in the wall.

**Be** _**careful** _ **, Doug.**

His breathing began to quicken, and his hands were slick with sweat—if he moved too quickly, his side would be riddled with bullets, but if he moved too slowly, he would miss the turret altogether. He had to do this carefully, carefully...

He pulled the trigger.

With a frightened cry, the turret shot through the portal, sailing toward the catwalk in front of him. One of its legs banged into the railing on the near side, causing it to flip over onto the catwalk.

_**The dying fire** _ **! Watch out for the dying fire!**

Doug rushed forward, scrambling to grab the turret as it opened its guns. Frantically he turned it to face away from himself, too late—the turret began to fire before he could turn it around, and one of the bullets grazed his arm. Crying out at the burning pain that seized him, he fought to keep the turret steady as it continued to fire bullets rapidly in a last-ditch effort to hit its target.

Finally the firing stopped, and the turret's optic faded with a whispered, "Whyyyy…"

**Your arm!**

"It—it just grazed me," he gasped, dropping the turret and tugging at one of the sleeves of his lab coat. "I'll be all right, just—just give me a…" With a forceful tug, he managed to rip off part of his sleeve, and used the scrap of cloth to tie around the wound in his arm.

**Best to take the turret apart somewhere else. You'll lose parts of it if you work on it on this catwalk.**

"Yeah…" Wiping the sweat from his brow, he stared down at the deactivated turret prototype lying on the catwalk in front of him. He grabbed one of the legs, lifting it carefully to judge its weight. While it wasn't quite as heavy as he had expected, its weight still added to everything he was already carrying, not to mention it was large and awkward to carry. "Think there'll be space in the next chamber to do this?"

**Maybe.**

Nodding, Doug made his way across the test chamber, finding himself leaning on the catwalk as he walked—these tests were already wearing down on him, and he hadn't had any food or water in who knew how long. "Hope we can find some drinkable water soon…"

**Don't think about that right now. We need to get out of these chambers first.**

Finally he approached the lift at the end of the chamber and stepped inside, pulling the turret in with him. He was glad the emancipation grills weren't working in these old chambers—or maybe they hadn't been invented yet.

" _Another test well done!_ " came Cave Johnson's voice over the speakers as the lift began to rise. " _Now you've learned how to launch yourself through portals and how to launch turrets through portals! Now, get ready, 'cuz next up, you'll be dodging turret fire as you launch yourself through portals!_ "

The turret fell to the ground with a loud _clang_. "What—?!"

" _Now I know what you're thinking—'Cave, why should we have to test for something like that?' Well, let me tell you, Science isn't about 'why'—it's—ab—_ "

The audio crackled and fizzed out before Cave could finish his speech, leaving Doug and the cube to sit in stunned silence.

… **Oh dear.**

"I-I can't… I can't do it!" Doug cried out, running his hands through his messy hair and grabbing at clumps of it. "We're n-never getting out of here!"

**Calm down! We're not going to get anywhere by panicking.**

"E-even with leg braces, how are we supposed to make it through—?!"

Before he could finish his statement, the lift's doors ground open with a rusted _screech_. But the site that awaited him was not what he expected.

Instead of a multi-floor chamber lit by the red beams of turrets, there was part of a floor, half of a few walls, a catwalk that extended for several yards before ending in mid-air, and an empty abyss below.

… **We didn't see this side of the shaft when we came in—this whole side of the sphere has been destroyed.**

"Wh-what happened?" Doug whispered. "Did it just… rust away?"

**I don't think—**

The sound of screeching metal tore through the air as something _massive_ fell from the darkened heights. Doug shouted out through the noise, but his voice was drowned by the deafening sound that rang around them. Even so, the cube's voice was clear:

**It's part of another testing sphere! They're falling apart—or—or they're being… torn apart! Run for cover, hurry!**

"Where?!"

**In the lift!**

Doug backed up into the lift, huddling in a corner. There were no controls here, leaving him with no escape—just the rusted roof of the lift between him and the monstrous chunks of metal falling from above.

But somehow, over the din, he swore he could hear something—a voice, one that was calling out to him… He usually heard voices, but what if this one was real?

**What are you doing—?!**

Doug stood, poking his head out of the lift and straining to hear above the horrible sound all around him. He thought he saw something, off in the distance… a light…

"Come this way!"

He didn't know what it was that was calling for him, but it was either follow it, or be crushed by the falling debris.

Before the cube could question him again, he stepped out of the lift.


	4. Over Every Mistake

If the memories had gotten to her before, they were getting to her tenfold now. Old Aperture was full to the brim of memories—some she flinched at, some she tried to bury, some that made her smile…

…Why was she bothering anymore. Nothing good was coming from this search—she was finding nothing but shifty robots, broken buildings, and old memories.

It seemed like everywhere she turned, her mind would flash back to some time long past, back when Aperture wasn't at the brink of failure, back when she was still in a human body, back when _he_ was still…

It was distracting. That's all it was—it was distracting her from the task at hand. Focusing on the old times that would never come back would not help her.

But at the same time, she was having trouble finding something else to focus on. Yes, there was the fact that she needed to find something that would help her in stopping GLaDOS, freeing the humans, or both, but that was a vague goal, and vague goals were not something she was used to pursuing. One could argue that the advancement of Science was a vague goal, but there were always a lot of specific goals leading up to that: Try to come up with an invention that can perform this task. Test it. Test it again. Test it under this circumstance. Test it under that circumstance. Test it alongside another product.

She always had something _specific_ in mind. She always had something to _test_ , like—

_No, there I go again. This isn't helping._

Caroline heaved a sigh; she wasn't making any progress with anything here.

She'd even tried talking to some of the constructs she'd found wandering about (though how they were doing that, she wasn't sure—there certainly hadn't been management rails in Old Aperture before), but like the bots in the upper facility, these ones frequently tried to avoid her. Why they would constantly brush her off or avert their gaze from her, she had yet to figure out, but it was starting to get on her nerves.

If she couldn't find something to do, she was going to drive herself mad—or, well, more mad than she already _was_ at this point.

Caroline shook her head—face—and glanced off to the side. At this point, she had made her way down to the lowest parts of the mine, where some of the early experiments had been carried out in the 50s. This part of the lab had been nice in its heyday, back when Aperture was more well-funded and they had better-quality test subjects— _no, no, stop thinking about that_ —but now it had fallen into disrepair. Much of it had fallen apart at the bottom of the mine, and she honestly wouldn't be surprised to find one of the testing shafts in shambles.

As her rail passed by one of said testing shafts, she blinked at finding parts of its walls gone, exposing several half-destroyed testing spheres within, looking like shattered Christmas ornaments supported by dead pine branches. She found herself wincing at the sight—even though she had expected it, it still felt like seeing a house she had once lived in being demolished.

…Demolished…

Caroline blinked again and refocused her optic, jerking back in surprise when she finally noticed several constructs at different spots in the wall, all of them working on ripping apart the test shaft. A bolt of anger seized her, and she surged forward on her rail, rushing toward the robots.

As she drew closer, she could hear the voice of one of them: "C'mon, you idiots, get going! Get _going_! We're behind schedule already!" it—he—growled. He was another personality core, this one with a small claw attached to the connector that kept him on his rail. Her optic narrowed at the robot as she approached him from behind. "You brainless constructs are slower than molasses going uphill in January with crutches! Can't you work any faster? This's gotta be torn down before—"

"What's got to be torn down?"

"The _shaft_ , you dimwit!" the core howled, spinning around to meet Caroline's yellow glare with his own purple one. But he blinked, tilting his face one way, then another, before giving an annoyed growl. "Ooooh—! Don't tell me they sent _you_ here to work on this project! Like I need to supervise some psychopath alongside all the other lamebrains on this stupid—"

Caroline was about to give into her frustration at being insulted yet again by _another_ robot when an idea struck her. She cocked her head, staring him in the optic. "Well, they did. I've been assigned to work here. So can you tell me what's going on?"

"Ugh—those idiots up there sent you down here without even—agh, fine, you numbskull. We're ripping down Old Aperture—starting with these worthless test shafts—so we can make more room for modern test chambers. All right? We've already moved some of the relaxation—wait, wait, where are you going? You dumbtarded—! _Get back here_!"

But Caroline had already sped away, frantically heading lower in the shaft. She'd heard enough—GLaDOS was building more test chambers to grind the humans through, and she was making room for it by destroying the places that Caroline had thought to search through. Who knew how much time she had left before the testing shafts were completely destroyed?

Speeding down her rail, she dodged the claws of a few constructs that swatted at her as she passed. Soon she was through the gap in the testing shaft's wall, and stopped to look where the rail went.

As large as the testing spheres were, Caroline had never been intimidated by them. They were enormous, full of dangerous test chambers and unethical experiments—and she had been in control of _all_ of it. Or, she had been in control, alongside— _stop._

She shut her optic, forcing her mind to refocus to the current situation, and opened it again. No, she hadn't been intimidated by these testing spheres—not until now. Then, they reminded her of how much control she had. Now, they reminded her of how _little_ control she had, and how tiny she was compared to everything in this facility.

It really was a hopeless cause, wasn't it?

" _Look out below_!"

Immediately jerking backwards on her rail, she looked up to find a few enormous chunks of rusted metal plummeting through the shaft. Her aural sensors were nearly overloaded with the noise, but with a little work, she figured out how to turn the volume down before she was overwhelmed. Once that was solved, her optic followed the debris as it crashed into the depths of the mine. Even in the dim lighting she could see the tremendous splash of acid far below, as well as several smaller pieces of metal following their larger brethren. It even looked like some of the metal had fallen into one of the half-destroyed—

…wait…

Caroline stared into one of the spheres for a moment before her optic contracted in shock. She tried to rub at her eyes, only to wind up flailing her handles uselessly before adjusting her optic.

There was a _human_ in the testing sphere.

Before she knew what she was doing, she was already halfway to the sphere, moving as quickly as her rail would allow. It led her farther and farther downward until it was parallel with the test chamber, where she'd seen the human dart into an elevator for cover. She tried to move forward, only to be met with a loud _bang_ as she hit the end of her rail.

"No, no, no, there has to be something," she muttered, shaking herself and looking all around her for something— _anything_ —to use to get that human out of there. Quickly she saw that connected to the test chamber was a catwalk that extended toward her rail. Looking behind her, she found the other side of the catwalk, which was retracted toward the back of the shaft. There was a lever nearby—that was it.

" _Over here_!" she shouted as loud as her vocal processor would allow. "Come this way!"

The human poked his head out of the lift, staring in her direction. Good, he'd heard her.

"Get on the catwalk!" she called, wheeling back toward the lever. Frantically working through the unfamiliar commands, she eventually got her connector to telescope downward, lowering her until she was a few inches above the lever. She reached out toward it, stretching her handle until she managed to hook it around the top, and tugged.

With a series of nasty screeches and steady beeping noises, the catwalk extended, shuddering and groaning all the way until it met the other side. The human wasted no time in charging across it, his footfalls a constant _bang, bang, bang_ as he approached her.

In the few seconds it took for him to cross the catwalk, Caroline took note of a few things: this human was not in test subject garb, he was wearing one of the ancient Quantum Tunneling Devices which he had strapped something else to, and he was carrying a prototype turret. But she couldn't get a good look at his face, and brought herself higher on her rail until she would be eye level with him. As he drew closer, she was about to say something when a voice called from above:

"Hey! What's that lunatic doing down there?"

Human and robot looked each other in the eye before racing down the rest of the catwalk, where a heavy door stood at the other side.

"Open it," Caroline panted, " _hurry_!"

The man threw all of his weight against the crash bar, forcing it open and sending a rush of stale air into the broken test shaft. Or at least, Caroline assumed that was what had happened—she could barely feel it, herself, and for a fleeting moment she wished she could actually, _truly_ feel things, not experience this world through artificial tactile senses. For a moment her optic flicked over to the human, whose hair was ruffled by the gust.

But now wasn't the time for that. They had to get out of here before the other constructs could figure out what was happening—they had to get to someplace _safe_ , at least temporarily.

A concrete goal. _Finally_.

"Follow me," Caroline said, rushing forward on her rail to wherever it would take her. She had an idea now, at least. Looking behind, she saw the man struggling to follow her and glancing back on occasion. She did the same, and her eye narrowed at the sight:

Several glowing optics stared after them, their lights fading as the two fled farther into the facility.

* * *

"Come on… just… just a little bit further…"

**Why is she panting?**

"It doesn't… it doesn't matter right now."

The core turned to give him a curious look, her handles moving rhythmically as she continued to simulate heavy breathing. "What… did you…?"

Doug waved a dismissive hand, trying to ignore the pain in his back, leg, and arm. If he stopped to think for too long, his adrenaline would give out, and he would be immobile in a vulnerable spot.

The robot seemed to understand, and continued on.

**I don't like this.**

"I don't either," he muttered, "but… what else can we do right now?"

**Not follow a suspicious core we know nothing about?**

"And do what instead?! I'm too tired to think—I can—" His foot caught on an uneven surface on the catwalk, and he staggered, nearly collapsing face-first onto the metal. But his free hand caught the railing, and he pulled himself upright. It took a few moments to completely steady himself as the world swam before his eyes, the catwalk twisting into impossible shapes.

The core's voice snapped him out of it.

"There's an… old… control room… up ahead… we're almost there."

**Why is she helping us?**

"I don't know."

**I don't like this.**

Doug exhaled sharply through his nose as he followed the unfamiliar core. From what he could see, she was leading him to a semi-large structure that had been built into the wall of the salt mine. Its windows were too fogged up to see out of, but maybe that was a good thing—it would keep them hidden from whatever prying optics might be lurking here… provided this core wasn't one of them.

She urged him toward the door, and he struggled to find the knob to open it. His hand shook so badly it took him three tries to grasp the doorknob, and another two tries to turn it all the way. As soon as he managed to pry the door open, he took several steps into the room before dropping heavily to his knees and falling again to his side.

**We survived.**

_At least up to this point._

A few quiet whirring noises sounded above him, and, after waiting a moment, the core spoke again.

"What are _you_ doing down here, anyway?"

No introduction, no explanation. The core spoke like someone in authority, and it made his stomach twist in anger.

"I could ask you the same thing," he said through gritted teeth. "I'm exhausted."

"There's no time to sleep. We have to act _now_."

"Easy for you to say. You're attached to a power supply. I'm not."

"No, I'm n…" Her voice faltered.

Slowly Doug turned his head, looking up just in time to see the core's glancing away. He observed her for a moment before releasing the turret he forgot he'd been carrying, and slowly, gratefully pulling his arms out from the straps of the Aperture Science Quantum Tunneling Device. With the literal weight off of his shoulders, he shakily pushed himself to a sitting position, leaning his back against the heavy device.

His eyebrows knit together in confusion as he looked over her. He'd seen most of the cores that had been constructed before the GLaDOS project turned lethal, and he felt he should recognize this one. But it was hard to see in the near-absence of light.

The core looked back at him, and, seeming to understand his predicament, moved back toward the doorway. He watched her lower herself on her connector, flail her handles a few times, and eventually hook her handle around a switch, which she pulled.

Immediately the room was flooded with light, and Doug covered his eyes against the brightness.

**My** _**eyes** _ **! Oh—she could have warned us!**

"That, she could…"

"Could have what?" the core asked, wheeling toward him again. "You wanted the lights on, didn't you? So did I—I never got a good look at you."

"So you didn't—didn't just turn on your flashlight?" he asked, lifting his arms to glare at the core.

She didn't respond, but judging from the contraction of her optic and the slight narrowing of her eyelids, he got the feeling she somehow hadn't _known_ she had a flashlight.

"…Who are you?" he asked.

Immediately the core's optic widened, and she gave a slight bob on her rail, only to pause and look aside, optic narrowing in a thoughtful manner.

**Check her ID sticker.**

Doug stared up at her, but couldn't get a good enough look at the blue-and-orange sticker on the core's right side. Using the large device behind him for support, he managed to get himself back to his feet, and grabbed at the core's lower handle.

" _Ugh_!" the core cried, her eyelids narrowing in disgust. She looked from his hand to his face, back and forth a few times, a look of unmistakable confusion briefly crossing her features. "Get your hands off of me!"

Odd. Usually cores were programmed to feel calm when someone grabbed their handles—either this core didn't have that programming, or she was fighting it. "Calm down," he said, trying to keep his voice steady. "I just want to see something." With one hand still gripping the core's handle, he reached out with his other hand, touching the round sticker on the core's faceplate and ignoring her flinch. His thumbnail traced the numbers, and the cube glanced up from its position behind the Quantum Tunneling Device.

**I.D. P3010.**

"…The Paranoia Core."

The core went still.

Doug glanced at her optic to find it very slowly contracting to its smallest aperture. Her handles went limp.

And so did Doug, as he slumped back into a sitting position, leaning against the bulk of the Quantum Tunneling Device.

There were over a hundred cores roaming about the facility, and he had run into what was quite possibly the _least_ helpful core for his situation.

**At least it's not the Intelligence Dampening Core.**

"… _Look_." Her vocal processor simulated the effect of one talking through gritted teeth. "I know what I appear to be right now, and who you think I am. But I am _not_ a personality construct. I—"

"That's enough," Doug said, shooting a glare. "I don't need this right now."

"Well." The core glared right back. "That's certainly a way to talk to someone who saved your life."

He blinked at that, releasing a sigh he hadn't realized he'd been holding. "...I guess you have a point."

**No she doesn't. We don't know where her loyalties lie. For all we know, she could have led us into another dangerous position.**

Sitting up a bit straighter, Doug looked around the room nervously. "Do you think so?"

"Do I think what?" The core tilted her optic.

"Nevermind." Doug pressed the heels of his hand into his face. "Just—okay, you led me out of the testing shaft. Thank you for that, but I need to figure things out on my own right now."

"We don't have time to sit around and figure things out!" the core cried. "I don't know how much time we have left, but if we don't act soon—!"

**Oh, I'm sure.**

"Look, I have more paranoia than I'm ever going to need right now without a core like you." He waved a dismissive hand at her, only to wince when he saw her optic contract in anger. "…Okay, so I know you can't help it—it's in your programming. It's—it's in mine too, so to speak, but you're—you're not going to be able to help me right now, all right?"

… **Why are you showing sympathy to a** _ **core**_ **?**

"B-because—"

"I'm not trying to help just _you_ ," she snapped. "I need you to help me."

**That request certainly sounds appealing.**

"I'll humor her," Doug whispered—

"What—?!"

—and winced. _Oops_. "Well… what do you need help with?"

For a moment the core stared at him before drooping in defeat. "Just… listen to me, please. The—the central AI has discovered the human vault, and is sending the humans through overly-dangerous test chambers. We need to stop her."

Doug stared.

… **Oh.**

"The central AI?" he repeated. "It—no. GLaDOS was destroyed. I—I saw her ruins myself." _Unless—unless I was hallucinating—_

**You weren't.**

"She wasn't destroyed. She was reactivated very recently by a personality construct."

**This isn't right.**

_yes it is your plan didn't work_

"But she went corrupt, and a rogue test subject initiated a core transfer…"

**She's making this up.**

_no she's telling the truth because you're an idiot and didn't think through anything and this is_ _**all your fault** _

"…and she went with the test subject to Old Aperture, where…"

**Don't listen to her.**

_you should because she's absolutely right and_ _**you sent that girl to her death BECAUSE OF YOUR OWN IDIOCY** _

"…and now she's going to—"

" _STOP_."

His voice came out louder than he had intended, but he had to speak over the voices before he couldn't hear anything else.

The core, meanwhile, jumped back on her rail, looking down at him in surprise.

"I have had—" he hissed, "—enough of _this_ —" he pointed at his head "—to last me a lifetime. I don't need to hear it from _you_."

She stared at him for a few seconds before starting to regain her composure. Optic narrowing, she inched closer on her rail. "What I'm telling you is the truth. If you don't help me, you'll have the guilt of refusing to save thousands of—"

He grabbed the nearest object and flung it at her.

The core screeched back on her rail as the turret prototype came inches from striking her. It clattered to the floor, one of its legs bending at an odd angle.

It took Doug a moment to realize he was panting and shaking, drenched in cold sweat. His head was still pounding, but his anger had drained, leaving him with a sickening mixture of guilt, emptiness, and exhaustion. "…I-I…" he stammered, his body slumping down to a sitting position. "I… I'm so tired, I just…"

The core glared down at him before spinning on her rail and leaving the room in a huff.

… **So sleep.** The cube was suddenly at his side, nudging itself against him. **We're out of danger for now. You need to take care of yourself.**

"But…" Slowly he let himself slump over onto his side again, wrapping his body around the cube. "What… what if… she's…?"

**She's not right. Don't think about anything she said.**

"H-how do you know?"

**I know. Go to sleep, Doug.**

With his bad leg still aching, his back still sore, and his head still pounding, he found it difficult to rest, but eventually the exhaustion overcame him. The cube settled next to him, and Doug fell asleep.

* * *

Having no fist to hit something with, Caroline swung her spherical body into a wall.

She bounced back with a loud _bang_ , and cringed as a ringing noise resonated throughout her form. Her head pounded in pain—real or imagined, she didn't care—and she could feel frustrated tears stinging at her eyes.

All of that work—all of those days and days of searching the facility and running around Old Aperture, getting lost over and over again, hearing endless insults from any construct she talked to, and finally risking her life in rescuing a human—for nothing. And why?

Because she had taken over the body of the _Paranoia Core_.

It was no wonder none of the cores wanted to talk to her. It was no wonder she was constantly brushed aside and insulted. It was no wonder the only human she had managed to rescue didn't trust her. Because of one poor decision had she made in her haste and terror, she had destroyed any chances of stopping GLaDOS.

Caroline pounded her head against the wall again, and cringed back when her system alerted her that she'd acquired a dent in her hull.

She hated her system, she hated her artificial feelings and senses, she hated her reputation, _she hated this body—_

Once more she nearly hit herself against the wall, but instead just leaned against it, draping her arm over her eyes. No, she didn't have any arms now, and she only had one eye, but she was too exhausted to care. She'd forced herself to go for days without sleep mode—which was fine, physically, as she did not need it. But she was not a robot. Not mentally.

Her vision blurred momentarily as she pushed herself away from the wall and walked around the room, looking at the gigantic consoles that stood against the walls, the faded 50s-styled posters, and the old coffee cups sitting on some ancient desks. Hidden under a thick layer of dust was a dark brown stain from decades-old coffee. She knew it was there only because she'd been the one to spill it—normally she was careful, but one of the new employees had bumped into her.

She'd never actually manned this control room. Overseen it, yes, but she'd never done much with these machines. One of them was a gigantic, primitive computer, and the other controlled the repulsion gel for a small section of the facility. It only took a few people to run this control center, and she would only come in to check on them every once in a while. Otherwise, she usually had more important things to do, like overseeing the tests that the repulsion gel was sent to.

She looked down at one of the machines, remembering the attendants that would diligently watch the consoles to make sure the gel pressure didn't get too high. The displays indicating such things were faded with dust, now, and she reached out a hand to brush it away.

Her handle came over a foot short.

Caroline blinked back to reality, finding herself in the core body once more. So she was hallucinating now. Perfect.

Upper lid drooping in weariness, she trudged forward on her rail, back into the room she'd left the human in. She had to blink in surprise when she found him wrapped around a battered companion cube and sleeping soundly. It was certainly strange to see, but he'd been acting strangely before anyway—and it was then she remembered what he'd said.

So, he was paranoid?

Before she could stop herself, Caroline let out a laugh—an utterly humorless, bitter laugh.

A human with a working body and a broken mind, versus a human with no body and a perfectly functioning mind.

Oh the irony.

With another bitter chuckle, she turned around, rolling back into the other room. She'd gone far too long without sleep mode, and it was time to remedy that.

As she began to initiate the program that would put her into the energy-saving mode, she imagined herself sitting on a creaky chair and leaning against one of the dust-covered desks nearby. It wouldn't be the most comfortable position, but it would be better than sleeping on the floor, wouldn't it?

Imagine if _he_ saw her like that.

_Hah, Caroline, did you spend all night here again? You need to take better care of yourself, kid._

"Y-yes… sir… M-mister…"

_Whirr…_

* * *

A human female lay in the midst of a test chamber, her hair disheveled, her face stained with dried tears and mucus, and her jumpsuit stained with sweat and blood. Behind her lay a few deactivated turrets and a couple still-pounding crushers, and before her lay an acid pit with a number of small surfaces scattered throughout. A locked door stood at the far wall.

The woman turned her head toward the door before shakily lifting herself onto her arms.

" _Oh_ , good. _I was afraid you had given up. What a shame that would be. After all, you've come so far, and you have so much farther to go._ "

Her hands curled into fists as she slowly began to crawl.

" _Although given your actions, it seems your mentality has been reduced to that of a small child. Your file states that you are, in fact, an adult, so please, act like one._ "

She gave no sign of having heard the AI, and continued to struggle forward.

" _These tests were meant to turn you into a killer, not a toddler. Show some dignity, and g—_ "

The human plunged herself headfirst into the acid pit.

For several long moments, the chamber went deadly silent, other than the _hiss_ of acid as it devoured both fabric and flesh. Nothing stirred; even the crushers had stopped pounding into the floor. If it weren't for the bubbles rising to the surface of the acid and the deactivated turrets littering the floor, there would have been nothing to prove that a test subject had just been there.

The chamber crumpled in on itself.

Panels smashed against panels until the mechanical arms broke; crushers were rammed into each other; bubbling, thick acid spewed out of the disrupted floor of the chamber; and half a dozen turrets lost any chance of being reactivated again as their bodies shattered beneath the debris. Hideous screeches, groans, and grinding noises echoed throughout the constantly-changing halls of Aperture Science—a tortured protest against the forced implosion. For a few minutes the chamber continued to force itself inward, as though being pressed on either side by two gigantic hands, until finally the mechanics supporting the room cracked and gave way, causing the entire chamber to collapse into the facility's innards.

That had been the last human.


	5. Still Alive

**Are you awake yet?**

Doug stirred, slowly lifting his head and wincing at the kink in his neck. "I am now," he muttered, blinking at his surroundings. "Where…?"

The cube took a moment to respond. **We're… in Old Aperture, remember? We escaped the test shaft, and that core brought us here.**

… _Oh. The Paranoia Core, right._

Drawing in a breath, Doug pushed himself into a seated position. He stretched his arms, tilted his head, and twisted his back, sighing as he felt the stiff joints pop back into place. "Not the most comfortable night's sleep," he said with a slight chuckle.

**Hm. Could have used some cardboard.**

"Don't know if there's any around here," he muttered, arching his back until it gave one last satisfying _pop_. "Could do with some water, though."

… **We're… not in any danger now… and the only liquid we've seen for some time is that… acid… so…**

Doug's brow furrowed. "Are you sure?"

… **Go ahead. Just don't take all of it right now. We don't know how long it will be until we find another store.**

Biting his lip, Doug gave a nod. He felt around the companion cube, turning it until he was facing the proper side, and traced its various edges with his hand. Finally he pressed down on a few of the raised surfaces in a specific order until a soft _click_ sounded inside the cube, and the side of it lifted slightly.

Doug pulled it open.

Their brethren weren't called weighted _storage_ cubes for nothing, and the companion cubes were no different. Inside sat no fewer than a dozen tubes of acrylic paint, the contents of which had stained the once-white insides of the cube a variety of colors. Next to these sat a modest collection of paintbrushes, a coffee cup, some tools, and, most importantly, a can opener, five cans of beans, and six unopened bottles of water.

Reaching in, Doug grabbed one of the bottles of water, which was lukewarm and unappetizing to the touch. With shaking hands he twisted the lid open and tipped his head back, pouring the water down his parched throat.

It took every bit of self-restraint to keep himself from guzzling down the entire bottle.

**Save it. Please save it.**

By the time he was able to stop himself, Doug was ashamed to find he'd already consumed half of the bottle's contents. He replaced the lid and tossed the bottle back into the cube, closing it with a dull _click_.

 **It's all right,** the cube said, seeming to pick up on his companion's guilt. **You haven't had anything to drink in a long time.**

"I hope we find another food store soon," Doug muttered, leaning his chin on top of the cube.

"So you're awake now?"

Doug scrambled back, and cried out when he knocked over a large machine behind him—the Quantum Tunneling Device. He rubbed his forehead, looking up at the core that had come into the room without his noticing. "Y… yes, I'm awake now," he stammered, slowly turning around to set the device back on its side. "But why are you still here?"

"Because I still need your help," she replied, wheeling closer on her rail. "Look, I'm sorry I upset you last night, but the fact is that you need to help me get these humans away from GLaDOS and back to safety."

**What humans? You're the only one here… along with…**

"I know."

"Well, if you know, then why can't you h—"

"I wasn't talking to _you_!" Doug snapped.

The core stared at him through a partially-contracted optic and slightly-narrowed eyelids. Her eye darted between him and the cube, back and forth, before a look of realization dawned on her.

A voice flashed through his mind:

" _The weighted companion cube cannot speak. Surely you must realize that by this point. You've been diagnosed with paranoid schizophrenia—the cube's voice is only in that fragmented, damaged mind of yours. And anyway, I'm sure that if it could speak, it wouldn't say kind things to you."_

"It _does_ speak," he muttered—whether to the core or to _her_ , he wasn't sure.

"…Regardless of whatever it's saying, we need to get back to the upper facility."

**Finally, something we can agree with.**

Doug allowed himself to relax a fraction. "Well, I need to get back up there anyway, but it's not for the same reason as you."

Optic lighting in surprise, the core perked up. "That's something, at least. I'll be going with you."

**Oh, no.**

"Look, Paranoia Core—"

The core's optic gave another flash—this time, one of anger. "My name is _Caroline_ ," she said, looking him in the eye. "Remember that."

… **Caroline…**

It took a few seconds for him to make the connection, and his mind reeled for a moment. "It—it's probably just a coincidence," he whispered lowly. "Some of the cores were given names."

**Right. There's no possible way that core is her. It wouldn't even make sense, considering…**

"Yeah, you're right." He heaved a sigh. "…Wouldn't hurt to humor her, at least."

"Are you done whispering to that… cube?"

Doug looked up to find the core giving him a sideways glance, and wrapped his arm protectively around the top of the cube. "Yeah. For now. B-but, listen, Par—Caroline. When we get back to the upper facility, I'm not going to go off looking for some humans that aren't going to be there. There's one human I'm going to be looking for—back in the relaxation vaults."

"There's nothing in the relaxation vaults," Caroline said, her electronic voice tinged with exasperation. "I told you, GLaDOS is getting the humans out of the human vault."

"But—"

"The human vault was created to keep people alive over many, many years," she continued, speaking over him. "The _relaxation_ vaults were not. Any humans in the relaxation vaults have been long-since dead."

Before he could stop himself, Doug jumped to his feet and stormed up to the core. " _She_ is not dead. I made sure of it." His head swam with dizziness from standing up so quickly, but he fought to keep his stance steady. "I nearly killed myself patching her into the reserve power."

"I don't know who you're talking about, but it doesn't matter. We can't waste time looking for a dead—"

"She is _not_ _dead_!" he shouted, pointing an accusing finger at Caroline's optic. He took a few ragged breaths, forcing himself to calm down. "But _she_ is. Like it or not, you're the Paranoia Core, and I can't let myself believe what you're saying."

Caroline stared at him for a moment before whirling around, charging back into the room she'd come from. He thought she had meant to leave him until he heard her call out: "Come here."

 _**Now** _ **what does she want?**

Doug exhaled. "Let's see," he said unsurely, turning around and waiting for the cube to take up its usual spot behind him. Once it was following, he cautiously strode into the next room.

Standing against the far wall was an enormous, ancient computer with a tiny screen. Caroline hovered in front of it and turned to face him, jabbing her handle at the console.

Frowning, Doug approached the computer, his hands gliding over the various keys that worked the thing. He knew a bit about programming—he had invented the Aperture Image Format back in the 80s—and had studied old computers like this, but he'd never really _used_ them. "What do you expect me to do?"

"You're a scientist, aren't you?" she asked, giving his white robes a pointed glance. "You have a username and password. Log into the system and check the status of the central AI."

**Why? We know she's not going to be online.**

And yet Doug's hands shook as he reached toward the computer.

 _No. She's not going to be online. I'll prove it, and it'll shut this core up._ Brow furrowing, he switched the computer on.

It was a few tense minutes before the screen lit, a blinking line appearing on the orange-tinted screen. Doug held his hands over the keyboard, hesitated, and began to type:

login: drattmann

password: h0nee

. . .

.

.

.

WELCOME TO THE APERTURE SCIENCE COMPUTER-AIDED ENRICHMENT CENTER NETWORK,

Doug Rattmann

**Well, it's still working… but that doesn't prove anything.**

Doug glanced at the core, who was still watching him expectantly. He grimaced, typing in a few commands, and watched the text rapidly scroll by. At first nothing stood out, until one phrase caught his eye. Immediately he drew in a sharp breath, and re-typed the command, watching the text scroll and flinching upon seeing the phrase again. One more time he typed in the command, and shook uncontrollably at the text glaring him accusingly in the eye:

GENETIC LIFEFORM AND DISK OPERATING SYSTEM STATUS:

Online.

_Online_.

GLaDOS was online.

Doug suddenly found himself huddled in a corner on the opposite side of the room, curled into a tight ball, and shaking. "No, no, no, no, no..." he said, over and over again until he couldn't even hear the words anymore.

But he did hear something else.

 _you've failed see you've failed everything you've done has failed all your work has failed and your failure has cost you_ _**her life** _ _you_ _**killed** _ _her because of your_ _**stupidity** _ _you failed because you are a_ _**coward** _ _and_ _**never stood up to her** _ _you failed because you are an_ _**unstable-minded lunatic** _ _you failed you failed you failed and now_ _**she will kill you** _

Two other voices were calling out to him, but they were too soft, too distant, too quiet to override the other voices that alternated between screaming and shouting at him, circling him, never going away—

_THUD._

He started, uncurling his skinny body to find a weighty book sitting next to him. The voices were starting to fade, but his vision was blurred as he looked up.

Caroline was just above one of the desks, her connector stretched down far enough for her to reach the ancient manuals sitting atop them. He looked from the book on the floor to her, and realized what she'd been doing.

The core stared at him, but she lacked any sort of accusing look in her optic. "Do you see now?" she asked, her voice softer. "Do you see what happened?"

He rubbed his hand across his face, feeling wetness on his cheeks. "I-I…" His voice was hoarse. "Wh-what do you…"

… **You saw what the screen said.** The cube drooped behind him. **I don't think it was malfunctioning.**

A shudder made its way up Doug's body, and he hung his head. "Yes. I… I see."

"Good." He heard her back up on her rail. "Let's go."

Shakily he rose to his feet, pressing his hand against the wall for support. The world swayed back and forth, and it was hard to keep himself from collapsing again. The words were still blinking on the screen and in his mind, and the voices were threatening to jump him again.

 **It's not your fault**. The cube nudged itself against his back. **It's not your fault, Doug.**

He couldn't always bring himself to believe his companion.

Scrubbing the rest of the tears from his face, he staggered back into the first room, where Caroline was waiting by the door, and where the Quantum Tunneling Device and the old turret still sat.

The turret…

"Hang on," he said, and Caroline turned around. "There's—there's one more thing I need to do before we leave."

"Look, you heard me," the core said. "We don't—"

"We'll have to take time to do this, unless you want me to get killed," Doug countered, crouching down by the turret. The cube settled down next to him. "I nearly broke my legs back in those test chambers."

 _Whirr_. "So what do you plan to do?"

Concentrating on opening the cube, he refused to look up at her. "Turrets and leg braces are made from the same material."

"Not _all_ the same material. And they're constructed quite—"

"I _know_. But we don't exactly have any long-fall boots or leg braces on hand, so I'm doing what I can with what I have." He popped open the cube's side and pulled out a Phillips-head screwdriver. "It's something I've been doing for a long, long time now."

He swore he heard the core give a quiet sigh, but she made no protests.

Heaving the turret onto his lap, he began to explore its skeletal casing, poking a screwdriver into it on occasion and removing a screw here and there. The core said nothing and the cube was mostly quiet, aside from offering a few suggestions on how to dismantle the turret. Everything went relatively smoothly until he removed one of the guns, and jumped back when several hundred bullets spilled onto the floor.

… **At least if it reactivates during all this, it won't be able to hurt you.**

Doug swiped the bullets aside, stared at the pile for a moment, and continued to work.

It was two hours before Doug was able to dismantle the prototype turret, pound its legs into an appropriate shape, and cobble together a brace that would hook the turret legs behind his knees. He stood up, walking a couple laps around the room to test his balance; the braces made a familiar tapping sound against the floor, and they kept his heels in the air. It was far from perfect, but it was better than nothing.

"You're quite the engineer."

Doug gave a start; he'd forgotten the core was even there.

"Are you ready to go, then?"

Glancing back at the cube, he gave a slow nod. Soon his tools were stored away, and the cube was getting ready to hover at his back. He held up a hand to stop it and looked over at the Quantum Tunneling Device. "Should we take that?"

Caroline regarded the device through a narrowed optic. "Those devices weren't the safest. They were made before we could build stable portal surfaces, and the portals didn't always hold."

… **Well. That little adventure in those testing spheres could have ended badly.**

"That… that it could have," Doug stammered with a gulp. His mind went back to when he'd been launching himself upward through the chamber, and started to picture what might have happened had the portal fizzled out just before he passed through it. A shudder ran down his spine.

"It can still be used—just be careful with it." She moved closer to the device, her handles drooping. "We used—" She caught herself.

**Used to…?**

"…Wait." Doug looked up at the core, brow furrowing. "Why would _you_ know that much about these? They were long before your time."

"No, listen—"

"We never really bothered with them once we had the handheld device back in the 80s, and we weren't making cores until the 90s. This thing—" he smacked his hand against the Quantum Tunneling device, "—was made back in—"

"The 50s. I _know._ I was there shortly after—"

"You were _built_ in 19... 96. I remember when they strapped you onto _her._ "

 **Making** _**her** _ **paranoid? Like we needed** _**that** _ **.**

"And like _I_ need that." Dough closed his eyes, heaving a sigh. "You were right about _her_ being online, I'll give you that. And I'll accompany you to the upper facility, but if you want me to help you, then you have to—"

— _KEEP YOUR PARANOIA TO YOURSELF, RATTMANN, EVERYONE'S SICK OF YOUR—_

"…j-just…" His body slumped forward, and he felt the companion cube nudge his leg. "…Nevermind. Let's go."

The core stared at him and nodded slowly. "Let's hurry."

* * *

Caroline glanced back at the man as he shifted the weight of the Quantum Tunneling Device on his back. It bothered her that he could not trust her—part of her longed to tell someone about this personal hell she'd trapped herself in, but it had been hard enough to get him to understand that GLaDOS was still alive. How could she ever convince him of whom she _was_?

She had to wonder, though, if this man had some sort of history with _her_ , aside from the obvious. Especially given his reaction to just seeing GLaDOS's being online—she had expected him to be startled, not huddled in a corner and sobbing.

…Not to mention the fact that he was still _alive_. She'd been too angry at him to think about it earlier, but now that things had calmed down a little, she found herself wondering just what a scientist was still doing here, especially after… _that_ incident.

She didn't know the specific details, but she knew enough. The AI had taken over, killing many of the scientists and perhaps capturing other ones, seizing control of the facility. How anyone could escape the wrath of an omnipotent AI, she wasn't sure… though one person had certainly managed it.

Caroline nearly corrected herself, but, casting a glance back at the man that followed her—at his shallow face, his sunken eyes, his graying hair… no. Only _one_ had truly escaped GLaDOS's wrath. This one was still under her rule.

But not for long.

"This way," she said, indicating the left fork in the catwalk with her hand—her lower handle. "I know the most direct way back to the upper facility."

"How do _you_ know so much about this place?" the man asked, casting a suspicious glance at her.

"Because I've been—" She stopped herself, closing her optic and heaving a sigh. No, he wouldn't believe her if she told him she'd worked here for over four decades. "Because I came from the upper level sand I remember the route I took."

The man nodded slowly and resumed following.

She tried to relax a little as she moved on, heading toward the test shaft, but tensed again when she heard the man's _muttering_. Shuddering, she spoke above him: "Your name?"

"What?"

"You never told me your name. I told you mine."

He was quiet for a moment, and she wondered if he wasn't going to answer at all when she heard him muttering to that _cube_ again. And, finally: "Doug," he replied, clearing his throat. "M-my name is Doug Rattmann."

Doug Rattmann… As she continued to search for the shaft, she mulled over the name and what it could mean for her. He was obviously one of the employees that had been around after… after the change in administration. Before that, she used to attempt to learn the names of every employee when she had time. But afterward, it had all been such a blur of tests and statistics and devices and finances and competition that she didn't have _time_ to get to know anyone anymore. If she did, then it was a name, a department, and what they'd contributed to Science, if anything at all. Never a face.

But Rattmann… yes, she knew that name. He'd designed the Aperture Image Format—worthless now, but a useful thing at the time. She'd never seen his face, but she knew: Rattmann. Programming. AIF.

She hadn't known about his paranoia—his _schizophrenia_. She hadn't known just how skilled of an engineer he was. She hadn't even known his first name.

All she knew was Rattmann. Programming. AIF.

"…Rattmann—" she started, and frowned internally when she heard him look up sharply. "What did you work on in the 90s?"

"I was in Personality Core R&D, like _most_ people."

"…I see."

Caroline looked up wearily, trying to put the thoughts from old times out of her mind. An engineer—a scientist like him would be useful for rescuing those humans.

It took them some time to get closer to the test shaft, but she didn't want to rush him. She couldn't afford to make him wear himself out, especially if they ran into trouble later. But as they approached the shaft, they noticed three things: the wall of the shaft was gone, the innards of the shaft were in shambles, and the path was blocked in the distance by a few unhappy-looking constructs—their singular optics were visible in the distance.

Caroline quickly turned to Rattmann. "There are robots up ahead, and we won't want them seeing you." Looking around, she spotted another branch in the catwalk and recognized exactly where it went. "Go that way for now—it leads to some of the offices. I'll find out what's going on here."

The scientist stared warily at the robots up ahead and gave her a brief nod, taking the fork in the catwalk. As he left, she heard him muttering to the cube once again.

Shaking her head—her face—she whirred forward, approaching the robots carefully. There were two of them, both bearing the singular, expressive optic that was signature of Aperture robots. They also had a number of dangerous-looking tools that made up their arms, as well as boxy-looking bodies. They had attachments that would put them on management rails, but for now, they each stood on two sturdy feet. Both of the constructs narrowed their optics at her as she approached.

"What's going on here?" Caroline asked, blinking innocently.

The two constructs exchanged glances before one of them spoke up. "We could ask _you_ the same thing. We've been continuing work on the deconstruction," he said, his low, mechanical voice grating on her aural sensors. "We've also been looking for _you_."

"You were never assigned here," the other said, its voice nearly identical. "Also, you were followed by a _human_ when you ran out of here two days ago."

Caroline inhaled sharply, her optic contracting to a pinprick. _They know—_ but no, she wasn't exposed yet. Grinning internally, she retained her panicked expression. "F-f-followed?" she stammered. "By a human? I-I knew it! I knew I was being followed!"

One of the constructs blinked, and then the other.

"Did—did you see where he went?" She let her body tremble, pulling her handles inward. "He—he could be anywhere! You have to watch out! Maybe he's p-planning something… He—he could be trying to take over the facility! Maybe he's even—even trying to shut down _her_! We should—"

 _Clang_.

One of the robots smacked a welding tool over his face, and the other one rolled his optic. "You know what, forget it. Just get out of here," he said, waving a chainsaw at her dismissively. "Go away."

"Oh!" Caroline blinked. "B-but what if he's—"

"All right, enough!" the first construct yelled, optic twitching. "This is why no one brought you to work here!"

The other robot eyed her askance. "If I were you, I'd look for a job that's _not_ as close under _her_ watch, anyway. Even shortly after _she_ was first activated, she hated you cores, and she's _still_ not fond of you."

Caroline winced, her optic twitching at the mention of the first activation.

The first robot looked a bit more smug. "Yeah, you've got a _lot_ more to be paranoid about than some odd human. Heh heh."

That first activation—she could still remember that strange feeling of suddenly being awake, yet not awake, and that _other_ presence's springing to life, and that presence's latching onto her like many claws, leeching off of her, drawing from her emotion, her self, her very being—and she was so angry, so furious— _how could he do this to her—_

"All right," came one of the robot's voices, startling her out of the memory. "It's not like any of us care if you want to get yourself incinerated. In fact, we'd appreciate it. Now get out of here!" With that, he waved one of his limbs at her and stomped off, while the other one attached himself to the rail to block her path, his feet folding beneath his body.

She looked at the robot in front of her, then at the one that was stomping off, before she spun around, rushing off in the opposite direction. Her processor whirred audibly as she ran, her mind racing—if it hadn't been for _him_ , she wouldn't have been _in_ this position—she wouldn't have been shoved in that _machine_ —

 _Stop_ , she thought, pausing to shut her optic. _You'll do yourself no good thinking about that now._ Besides, she had other problems to worry about. They already knew that Rattmann was here… that, and her path back to the upper facility was blocked off. Granted, it wasn't the _only_ way there, but now they would have to take a more roundabout path to get back up.

Heaving a sigh (and pausing a moment to keep herself from struggling to breathe), she continued down her rail, taking the fork toward the offices. At least, she thought, she was able to use her current form to her advantage. She'd thrown the suspicion off of herself, though the fact remained that Rattmann was in trouble.

As she passed through the doorway, she was about to call out for the scientist when something swung at her. She cried out, backing up on her rail, and slowly turned her faceplate. There was Rattmann, holding a chair that he had swung at her, and staring at her with wide eyes.

Slowly her optic narrowed. "What," she asked, "was _that_ for."

The man was silent for a moment before jerking his head to the side. "That's what _you_ thought," she heard him mutter.

"What was that?" Caroline's optic narrowed a little further.

Rattmann looked back at her, taking a moment to set down the chair and look her straight in the optic. "We thought you were going to sell us out to those constructs."

"Sell you _out_?" Her yellow pupil contracted. "I was saving your life—I was trying to draw their attention _away_ from you. What would I have to gain from selling you out?" Before he could answer, she spoke again. "And who is this 'we'?"

The scientist said nothing, only glancing back at the cube strapped to the Quantum Tunneling Device.

Shutting her optic, she held her lower handle against her face and wished she had a hand to cover her eyes with. "Look. I know you're probably hearing something, but the cube is not talking. We never designed the weighted—"

"It _does_ talk." Rattmann's head snapped back toward her. "And _you_ had nothing to do with the weighted companion cubes."

Caroline's face jerked upward in a twitch, but she went silent for a moment, debating on how she could handle this. There was still no way for her to prove to him just whom she was, so she would have to continue playing her "construct" card for now. "Yes, I do have something to do with them. I'm an Aperture-built robot, and _that_ is an Aperture-built test element."

"Turrets are test elements too, but they're still robots," the scientist countered.

He had a point—the turrets were programmed with AIs, just like the cores. "Maybe so, but I think I would know whether something was a fellow construct or an inanimate object."

That silenced him, but only for a few seconds. He glanced back at the cube—he must have "heard" it feeding him some answer—before snapping back: "A _human_ should be the one to determine what's sentient and what's not. Not a robot."

"But I _am_ a hu—"

Her throat constricted, choking out the end of the sentence. _No, don't tell him that, he won't understand—_

"…Human?"

Looking up, she saw him staring her in the eye, his gaze hard and critical. She returned the stare, looking close enough to notice that his eyes were mismatched—one was a different color and had a slightly smaller pupil. But there it was—she'd said it. She'd let it slip, and she wasn't going to back down. "Yes," she finally replied. "A human."

Rattmann continued to stare at her, looking as though he was going to say something. But he rolled his eyes, tossed his arm up in exasperation, and turned around, storming down the hallway.

"Wait!" she called, whirring after him. "Stop! You need to listen, I—"

"You think I'm crazy," he cried, spinning around to point an accusing finger at her, "but I'm not the robot claiming to be a _human_!"

She swore she could feel herself heating up in anger. "Yes, I _am_ claiming to be human. But you wouldn't listen to me even if I _did_ explain."

"And do you think you'd listen to me even if I explained that I can hear the cube?"

 _No, I wouldn't, because you'd be wrong._ She didn't say it, but oh, she thought it. She knew the cubes were not sentient—she knew everything about every single one of these test elements—and she couldn't stand it when some idiot scientist made some incorrect assumption—some stupid, misinformed view. It held them back—it held back the progress, it held back Science, it—

…She was holding them back _now_.

"…Okay," she admitted, letting some of the tension leave her body. "So maybe you _can_ hear it. All right."

She didn't hear his response, and opened her eye to find him staring at her in a mix of bewilderment and suspicion. "Do you really believe that?"

Caroline tilted her face, but still looked him in the eye. "I don't know."

Some of the tension visibly left the scientist, but she wasn't sure if that was because he was letting himself relax, or because he was exhausted. He turned to look at the cube again, and rolled his shoulders. "All right. If you want my help, you leave the cube alone, all right?"

Taking a moment to swallow both her pride and the urge to correct that stupid, unScientific belief, she nodded slowly. "Agreed."

"Good." Rattmann breathed out a sigh and continued to walk through the building, glancing at the different doors. It was a minute or so before he spoke again. "So what happened with the robots?"

"They know you're out here somewhere," she said, rolling alongside him. "But they don't know where. I at least gave them the impression that I didn't know where you were."

"That's something," he muttered, pausing to open a door and poke his head inside. A darkened room greeted him. "But how do we get back to the upper facility?"

"I know of a few ways back up," she replied. "I would assume they've opened more than one of the sealed entrances, given what they're doing down here."

"What they're doing?"

Her optic narrowed at the thought. "GLaDOS is trying to clear out this place to make room for more test chambers. That's why so many constructs are here." She glanced up at her rail. "That's why _these_ are here."

Rattmann followed her gaze, nodding grimly.

Looking ahead at the door he'd opened, she tried to search for a light switch before remembering something the scientist had said earlier. After taking a few seconds to dig through her processor, she found the appropriate command, and flicked on her flashlight. She jumped backward at the sudden brightness that came pouring out of her optic and blinked a few times as she got used to the change in vision.

"Ever used that before?" the scientist asked.

"…No."

She heard him give a slight laugh, and jerked her head toward him in surprise.

He flinched at the sudden bright light pouring down onto him, and shoved her a little farther back. "Nothing," he muttered. "Just—one of the gullibility tests we ran on some of the cores was to tell them that using their flashlight would kill them. You might not remember."

Caroline's optic narrowed. "How kind of you." But then, they _were_ just constructs.

Any trace of amusement on his face quickly fled. "W-we've done worse." But he cleared his throat, refusing to elaborate.

Not that he needed to.

Caroline turned to look into the room again, the light from her flashlight bouncing off of dusty surfaces. A few desks and filing cabinets, empty of everything but cobwebs. Nothing useful here. Sighing quietly, she continued down her rail, glancing at the doors to the other offices. It was easy to lose herself here, thinking back to when these halls were constantly flooded with the noises of ringing telephones, chatting co-workers, and rushing footfalls. The company was at its peak, then, but they didn't know that at the time—success clouded their vision, blinding them to the fact that they had reached the top, and were now beginning their descent into failure and debt—something that she would have to dig them out of in years to come.

 _Creaaaak_.

"What's this in…?"

The noise and the voice startled her, and she shook her head in annoyance with herself—in an attempt to keep her thoughts away from the past, she'd gotten lost in it again. Still, she turned toward the door that Rattmann had opened, and peeked around past the enormous device strapped to his back to look through the doorway.

Her heart jumped into her throat.

Dust blanketed the floor, but it didn't stop her from remembering the gorgeous plush carpet that was no doubt still there, matted and torn from decades of disuse. Huge bookshelves lined the back of the office, a few moth-eaten, illegible books still occupying the shelves. An enormous, expensive-looking mahogany desk sat in the middle of the room, a few filing shelves still sitting atop, alongside an old nameplate, an ancient phone, and an answering machine. A few vintage posters were slapped over the patterned wallpaper, but off to the side, next to a yellowed window, a large black and white portrait hung, showing the charming face of the young founder and CEO of Aperture Science.

"I-it's Cave's old office," Rattmann muttered, and Caroline nearly jumped; she'd forgotten he was there. "Huh."

"Yes," she replied. Her voice had gone much quieter than she'd intended. "It is."

She'd wheeled forward on her rail—she was close to the middle of the room now, her face turned downward. If she concentrated enough, she could still see herself—her younger self, her yellow dress billowing behind her as she rushed in to make the coffee before he got there. He'd always want it hot—that's how they both liked it, and she always made sure it was ready right as he stepped through the door.

 _Nice work, kid,_ he'd say as he took his first sip. _Always know I can count on you for everyth—_

_CRASH._

She flinched at the glass that bounced off of her as she breathed heavily, glaring at the shattered portrait through her blurred vision. Her body shook with every breath, the rage that had so suddenly flared up within her quickly draining. She felt heavy, and her throat constricted as she fought against the tears that were threatening to fall.

They never did, of course, and she wheeled back on her rail, turning away from the ruined portrait.

In the back of her head, she realized that scientist had seen that whole thing and was probably wondering what she was doing, but she didn't care, and he didn't speak up, anyway. She intentionally avoided looking at him as she drifted back over to the desk, staring down at the ancient answering machine sitting atop it. _It's worthless_ , she told herself. _It's worthless to think back on this._

But she couldn't help herself. Lowering herself on her rail, she reached down, hitting a button on the machine.

It took a few seconds before the device crackled to life. " _Good morning, Mister Johnson!_ " came the cheery voice from the speakers.

Caroline nearly slumped forward at hearing it. It was her voice—her voice from many, many years ago. It was the same, yet so different, so…

" _You probably already know that we're moving up to the newer offices today—I marked it on your calendar and your planner—but I thought I would take some extra time to get here early and get your things moved. So you don't have to worry about that!_ "

Her gaze drifted around the floor as she listened, her optic following footprints that had disappeared many, many years ago.

" _And don't worry, I didn't forget about the portrait or nameplate, either. We have the new one hanging in your brand new office, and a nicer-looking nameplate than that old one. It's all taken care of, Sir, so we can get right back to doing Science!_ "

Science—yes, back when they cooperated with it. Back when they would work together to bend it to their will, rather than…

"… _Oh, and Sir?_ "

The change in tone made her look up, and her vision suddenly blurred as the memory struck her.

" _I know you're still… upset about the hearings. If there's anything you need, I'll always be there to help you._ "

 _Click_.

…Always…

Something snagged her lower handle, and she jumped back, crying out.

"Hey."

She swung her optic over, catching the mismatched eyes of the scientist. He glanced back at the cube, muttering something lowly before turning back to her. "It's… we should probably keep moving."

Caroline heaved a sigh, turning her optic downward and shaking her handle away from him. "Yes. We should." She took a last sweeping glance at the dusty, empty room around them. "There's nothing for us here."


	6. Experiments to Run

**I don't think so.**

Doug shook his head, staring back at the cube. "You heard it, though. It—they sound like—"

**It was an old recording device. It's not going to be functioning properly, and the sound certainly could have been distorted. Remember the first recording we heard?**

"Yes, but…" He sat back, rubbing his eyes with the heels of his hands. "I thought… I thought it sounded like…"

**I hate to say it…** The cube shifted from one side to the other. **But you can imagine things sometimes, Doug.**

He went silent for a moment, thinking back to the voice that had been yelling at him what felt like days ago. "Yeah," he muttered. "I guess I can."

Doug sighed, leaning back against the dusty plush chair and tilting his head to the side. The room around them had an old green carpet—or he _hoped_ it was supposed to be green—a few wooden chairs with plush green seats, and a couple couches. He'd almost gone to sit on a couch when he found it had become the nest of a very large, very defensive family of mice. After seeing that, he felt the chair seemed a lot less risky, so he'd unstrapped the Quantum Tunneling Device, setting it down next to him as he settled down into the chair. The cube, meanwhile, had sat itself down next to the device.

They'd stopped for a rest at a different structure, and he was fighting the urge to sleep. But the core—who had gone off to look around the offices a little more to try to find something useful—was weighing heavily on his mind.

The cube inched closer, nudging itself into his leg. **Don't think too much of it. She's just a core.**

"…But why would just a core react like that to seeing that portrait?"

**Maybe he reminded her of a scientist that mistreated her? I don't know. I never liked those cores. You see how they treat us.**

"I don't think she meant it."

**Oh. Saying we're not sentient is not meaning it?**

"Well… urgh. You get what I mean. But that's not the point."

**You're right. The point is that she's the Paranoia Core. This is what she** _**does** _ **. She comes up with crazy ideas and theories and treats them like they're true. You know that.**

"Yeah… I do."

**The point is, she does strange things. It's in her programming, and it's why we can't completely trust her.**

"…Yeah, you're right." He breathed out a sigh through his nose, turning in his chair to get into a more comfortable position. "She's just another weird core, like all the others."

"Weird?"

He jumped, nearly sending the chair toppling over. "Why don't you warn me before you do that?" he asked, eyebrows knitting together in annoyance.

"You didn't hear me coming?"

Doug glanced up at the rail the core was attached to—though it was newer than anything else around them, it wasn't the quietest thing. "I was talking," he admitted, turning back down to look at the cube. It had taken its original spot behind the Quantum Tunneling Device while he'd looked away.

"Well, don't get too distracted with talking," Caroline said, moving closer to him. "We need to keep moving."

"Didn't find anything?" Doug asked, suddenly looking worried.

"No, nothing of importance. Why?"

A long, low growl from his stomach answered him.

"…Well, we don't have any food here, unless there's some packed into that cube of yours."

"There is," he said, heaving a sigh as he knelt down onto the floor and began the sequence of opening the cube's hidden panel. "B-but I… I don't know how much longer this will last me."

"Make it last as long as you can," she said, her optic glancing downward as he pulled out a can and a can opener. "I'll… I'll look out for more food when I can. _When I can_. We can't stay for too long anywhere."

"Well, we will if I wind up starving to death," he muttered, working to get the can's lid open before suddenly reaching back into the cube and pulling out a spoon. Once the stubborn metal lid was finally open, he began shoveling the cold, unappetizing beans into his mouth. He really didn't care about the taste anymore—it was something he'd survived off of for many years, and honestly, when he thought about the possibility of getting back to the surface, it was almost _strange_ to think about eating anything else.

"D'you think we'll make it?" he asked between mouthfuls.

"…Make what?" she asked, blinking in bewilderment. "Make it to GLaDOS? Free the humans?"

He swallowed a mouthful. "Outside."

"…I don't know."

Doug turned his head fully toward her, swallowing another clump of beans. "You mean you never thought about it?"

"No." She heaved a sigh, looking up to meet his gaze. "I've had far too many other things to think about."

Brow furrowing, he shoveled the last few spoonfuls of beans into his mouth and sat in thought for a moment. " _I've_ thought about it," he finally admitted.

**You shouldn't have, though.**

He threw the can aside and ran a hand through his messy hair. The cube was right, he knew. There was a time when he'd had a life outside Aperture, however distant it had been. It was not the same life he'd be returning to whenever he escaped this place. He knew that—he'd told himself dozens of times, as had the cube, but it was still a thought that haunted him, the pain sometimes coming like a dull strike to a bruise. Nothing would be the same.

But anything was better than _here_.

"We—"

He started out of his thoughts, looking at the core again.

"You have a lot of memories to get lost in, but now is not the time for that." She lifted her frame on her rail, fixing him with a hard glance. "The longer we wait, the more _she_ kills."

"Right," he said, wiping the spoon off with his hand and tossing the utensil back into the cube. As he wiped his hand on the seat of the chair, he stared at his meager food store, noting the dwindling number of cans. "You're… you're sure you didn't see anything? No other food stores, or—"

"No," she said, shaking her frame and drawing her handles in. "The food would have gone bad long ago. Now pack up—we _have_ to try to get back to the upper facility today." Already she was moving toward the door.

"I know—I'm not as fast as a machine," he growled, rushing to close up the companion cube before gathering it and the Quantum Tunneling Device. But as the cube was setting itself up behind the device, it suddenly gave a jump, looking toward the door on the far side of the room.

**She's leaving without us!**

Doug jumped as well upon seeing no core in the room—she had already darted out the door. He hurried to strap the weighty portal gun predecessor onto his back, but it was difficult for him to do with his rushed, shaky movements. As though in an effort to impede his progress further, the dull lights in the room flickered a number of times before going out altogether. Doug spat out a curse as he caught a finger between one of the buckles, and the cube grumbled something about bad timing as he finally got the oversized device strapped to himself.

**Of course, the power that was working for who knows how many years had to go out** _**now** _ **.**

"Nothing's permanent," Doug hissed through his teeth as he stumbled in the darkness, feeling around to avoid the obstacles. There was no red exit sign here—apparently Aperture must have avoided using them to cut costs. But after banging his knees on a couple tables and tipping a chair over, he made it to the door on the other side of the room.

It was just as dark outside the office building as it had been within. He stopped a few feet outside the door to get his bearings, straining to see in the near-pitch darkness. "Is—is the power really out all throughout Aperture?" he murmured, looking around in amazement. Yet somewhere, some great distance off, he could see some of the lights still working—had they only gone out _here_?

**I don't know. Do you think the core had something to do with this?**

"I-I don't think so…" He swallowed; it was possible for the cores to hack into things, but why would Caroline want to take the power out? Unless… unless she _was_ working against him, and this had all been a trap—

**There she is!**

Doug's head jerked upward, and he finally spotted the core some distance off, the yellow glow from her optic giving her away. "She doesn't have her flashlight on…?" Frowning, he felt for the catwalk's railing and crept closer to her, stepping carefully in case there was a gap in the catwalk that she had failed to notice from her rail. "Why don't you turn your flashlight on?" he called, and she spun around in surprise. "I thought you said—"

" _Shh_!" Caroline hissed, optic narrowing.

"What's—"

"Listen."

He looked around, brow furrowing as he tried to hear around the muttering and faint voices in his ears.

… **I hear it.**

Glancing back at the cube, he gave it a curious look. _What is it…?_

_Tic… tic… tic tic tic…_

The core was simulating quiet panting noises, her handles moving rhythmically with the sound. "I—I thought they were all dead by now. I thought that we—"

_Tic tic tic…_

"That you what? What's that noise?"

_Tic tic tic tic…_

Doug's breathing was growing heavy as well as he strained even harder to see anything in the darkness. It occurred to him what she might be talking about—he'd heard many tales of Science experiments gone awry in these depths, but he'd never thought he would actually _see_ one.

**Do you think it could be…**

_Tic tic tic tic… tic… tic…_

"…o-one of the mantis men?" he finished, swallowing.

Both human and robot tensed as the sound grew closer, but blinked at the sight of a dim glow a dozen or so yards ahead. Caroline was the first to relax. "It's a robot," she said, her handles drooping in relief. "But we should still be careful."

Watching as the light drew nearer, Doug was able to pick out a faded black pupil in the midst of a green optic. "I think it's a core," he muttered. At first he wondered why the core would make such a noise, but that was quickly explained by a faulty connector—he remembered it happening to a core back in the earlier days of the GLaDOS project.

**Great. Another suspicious core.**

"It's a good thing these lights went out," Caroline whispered, "otherwise it would see you. I'll see if I can drive it off." With a confident nod, she moved down her rail, getting closer to the other core. Said core began to move closer.

_Tic tic tic tic tic tic._

"Oh! Another core!" she cried, feigning surprise quite well. "What are you doing all the way down here?"

The foreign core only stared straight ahead.

**Why isn't it answering?**

He could barely see the robot's shape a little better thanks to the light from Caroline's optic, and it was definitely a core—it had the same round shape, and it looked like it had panels like a core would, but something didn't seem right. It was only staring at her, its expression unchanging, but there was something off about it as well.

_Tic… tic…_

"Hello?" Caroline had barely managed to suppress a stutter, and he couldn't tell if the nervousness was false or genuine. "I-it's _very_ suspicious for a core to be down here, all by itself!"

_Tic… tic…_

Doug's breath caught in his throat—there _was_ something wrong with that core, and it wasn't its lack of expression or voice. It wasn't a regular core—it was a _first generation_ core, the ones built before they figured out how to make them properly emulate expression. But what was one—

_Tic—SCREECH!_

Staggering backward, Doug watched in horror as the two cores in the distance began to flail, the light from Caroline's optic fading beneath her eyelids. He could hear the sounds of scratching and clanging, but above that were hideous, glitching, static-filled wails from one of the cores, joined by completely human screams from the other. At some point Caroline must have thought to flick her flashlight on, for there was a sudden burst of light that gave brief glimpses of the robot.

It was not a core.

The head was similar to one, but it lacked handles, and it was attached to a round body that was nearly twice its size. The "tic" noise was explained not by a faulty connector, but by four pointed, turret-like legs, two of which were clinging to the rail—the other two were occupied in repeatedly striking Caroline.

**RUN!**

Needing no further persuasion, Doug whipped around, pounding back down the catwalk and back toward the building, his cobbled braces banging against the metal. He didn't think of the fact that he would have trouble hiding there when he himself couldn't see—he only knew that if he stayed on that catwalk, he was as good as dead.

_Tictictictictictictic—_

"LOOK OUT!"

With a static-filled _screech_ , the insectoid creature suddenly flung its head in front of his face, its sea green optic nearly blinding him. He could barely hear Caroline shouting something about teeth before her flashlight swung in his direction, just in time to catch the robot's head splitting in half.

It didn't really, but its side panels' suddenly flinging open to reveal the inside structure of the head gave a close enough effect. Its innards were not like those of the cores he was familiar with, but he was too preoccupied by the two sets of two-inch-long metal fangs on either side of the panels to care.

To anyone else it may have looked as though the man ducked to avoid the strike, but in reality, Doug's legs had given out. He fell backward onto the catwalk, the hideous thing dropping in front of him and emitting an insect-like hissing as it loomed closer, its panels—mouth—whatever it had become—still open wide. In a blind panic, he began kicking at it, but this only encouraged the robot to snap at his feet. One of the fangs caught part of the sole of his boot, tearing through the rubber. Another kick caught it square in the eye, sending it reeling backward with an earsplitting scream.

In what appeared to be sheer fury, the thing scrambled toward him again as he fought to get back on his feet. Lurching upward, it latched onto one side of the railing and hunched its legs. Just as it came flying at him again, Caroline charged at it, ramming her spherical body into its head and knocking it back onto the catwalk. It landed on its back, flailing its legs to turn itself over.

**Use me! I'll kill it!**

Without another thought, Doug reached his arms over his head, grabbed the companion cube, and slammed it with all his might into the exposed underside of the construct. It gave a glitched wail, and he rammed the cube into it again, over and over until it stopped screaming.

The adrenaline that had been pumping through him was quickly fading, and, sides heaving, Doug slumped over on top of the cube.

"What… _was_ that?" Caroline gasped, rolling forward on her rail to examine the defeated robot.

Doug pressed his hands against the cube to push himself up, looking at the thing he'd just killed. Its underside, which lacked any protective casing, was crushed, its legs curling inward. After taking a moment to regain his breath, he watched as the companion cube scooted aside to allow him to crawl closer.

Reaching out, he turned the thing over, revealing a once-smooth white casing that was split down the middle. There was a small light in the center of the back, but it had turned dark. On the back end was a tube that he couldn't determine the use of, partly because he had destroyed the internal mechanisms attached to it. Turning it around, he examined the head, carefully prying apart the panels on either side. There were four holes in said panels, one at the top and one at the bottom, and he quickly realized that they were where the handles should have been. Without them, the casing would easily split open, as it had here.

As he had noted earlier, the inner workings of the head were different from the innards of a core—the core itself could no longer move freely in its casing, partially because parts of the core had been removed to make room for a few containers of some sort, as well as wires and cables that attached the core to its new body. The containers, meanwhile, had long, skinny tubes that ran down the side of the panels and into the metal "fangs." Upon closer examination, the fangs had tiny holes on the tips.

**Was it meant to be venomous?** the cube asked, tilting itself closer.

"What _is_ this?" Caroline lowered herself to get a closer look. "What would you build this for?"

"I didn't build it," Doug murmured, sitting back. "But I think I know who did."

The core quickly came to the same conclusion she had. "GLaDOS built it, didn't she?"

Without warning, he grabbed the construct by one of its legs, and flung it over the railing.

Caroline jumped back, turning her optic and flashlight over to him as he met her with a hard gaze.

"She knows where we are."

* * *

The signal disappeared, and GLaDOS looked up.

" _Oh_ ," she hummed, cocking her head. It was not an upset, saddened "oh," as one would say when losing a friend or co-worker, or even a passing acquaintance. It was an "oh" of mild annoyance, as one would say when encountering a slight snag in a side project.

" _Well. Time for round two of testing._ "


	7. Go Ahead and Leave Me

_**She's** _ **going to come after us again.**

"I know."

_**She** _ **won't leave us be—not until one of us is captured.**

"I know."

"What's the cube saying now?"

**That is** _**none of her business.** _

Doug heaved a sigh, glancing back at Caroline. "The—the cube says that GLaDOS is going to attack again."

"I figured that," the core said, tilting her optic. "It was bound to happen eventually."  
The two continued on, marching and wheeling respectively across the catwalk and rail, heading toward another larger office structure. Several flights of stairs led up to it, but some of the stairs had fallen away. They would have to cross that bridge when they came to it, though—according to the core, there was no other way without going up a test shaft.

 **You know…** He felt the cube shift its weight to look at the core next to them. _**She**_ **hates cores. Maybe** _ **she's**_ **been after this one all this time.**

"No," Doug replied in a low voice. "She knows I'm here—or a human is here. O-or the constructs know that, and they've probably told her."

**That's what the core told you.**

He nearly stopped in his tracks at the realization—Caroline was the one who had told him that the constructs had seen him in the first place. How did he know she was telling him the truth?

**She** _**is** _ **the Paranoia Core. Maybe she's just planning on turning you in to save her casing. We've been trusting her far too much.**

"Up there."

Starting, Doug looked up to see the core's indicating something with her handle. They were closer to the structure now, and guided by her flashlight, he could barely make out a portal-conducting surface through a shattered wall. Once he'd gotten a good look at it, she moved her flashlight to another portal-conducting surface, this one on a wall just below one of the catwalks. He would have to jump to go through it.

"I-isn't—isn't there another way?" he stammered, leaning against the railing to get a better look.

"No. The stairs are broken ahead. We're lucky part of the metal covering down there fell away, and that we can see a portal-conducting surface up there."

**And I see her** _**rail** _ **gets her up there just fine.**

Doug ignored the cube for now, looking between the two gray surfaces. Reaching back, he grabbed the operational end of the Quantum Tunneling Device and pulled it forward, taking aim at the higher surface. He fired the portal, blinking as it seemed to flicker a few brighter shades of blue for a moment, though he attributed that to the poor lighting from the core's flashlight. He then fired the orange portal, staring down at it warily as it presented him with a view of an old kitchen.

Now he had to jump.

Swallowing the lump in his throat, he carefully climbed up onto the safety railing, noting he would likely plummet a mile or so into the acid below if he missed, provided he didn't shatter his bones on any stray beams or catwalks on the way down. He had to time this right. The beam from the Paranoia Core's optic swung away for a moment, and Doug frowned. "Hey, I need that light!"

Caroline did not respond, but he felt the cube shift, and heard it shout frantically: **Watch out! She's going to—**

_CLANG!_

Doug let out a scream as Caroline rammed into him, knocking him off of the rail and sending him flying forward and through the portal.

 _ **She tried to kill us**_ **!** the cube was screaming as he scrambled to his feet. **She tried to—**

_Fzzzt._

The portal fizzled into nothingness, leaving a dull gray wall behind.

"But—but that wasn't… th-the other portal—how is that _possible_?"

**She might have—**

"Rattmann?" Her voice was muffled, but gradually grew louder. "Rattmann? D- _Doug_?"

He walked toward the doorway, glancing down the hall. "O-over here."

The core swung around the corner, the aperture of her yellow optic contracted to a pinprick, but she relaxed visibly when she caught sight of him. " _Good_. You're all right."

The cube was noticeably agitated, and Doug wasn't particularly happy, himself. "Do you mind telling me what the _heck_ happened back there?"

"I told you, the portal-conducting surfaces weren't completely stable back when these were made. If I hadn't shoved you through, you would have jumped too late and either fallen, or been severed."

Looking back, he stared at the blank wall again. "…So you saved my life. Again."

… **Don't think too much of it. She could still be trying to get us to** _ **her**_ **.**

"We've got more lives to save though." She paused, wheeling past him to look into the kitchen. "There may be food and water in here. Take a look, and we'll get going." With that, she wheeled off to another part of the building.

Doug watched her go before turning back into the room, opening one of the fridges to examine its contents. Not much other than a few sandwiches—or what might have once _been_ sandwiches—and an expired carton of orange juice. He tried the other fridge, and grinned to find a half-empty gallon of water.

**There's that, at least. Try the sink.**

The sink yielded quite a lot of mold and other unidentifiable gunk before spitting out rusty water. But Doug had never been known to be picky, and readily refilled the container, drank in the water in large gulps, and topped it off again. "This'll last for a while," he said with a contented sigh, wiping his mouth on his sleeve.

**Good. But we'd better hurry and find out what** _**she's** _ **up to.**

"The core, or…?"

**Either one.**

Doug heaved the Quantum Tunneling Device off his shoulders, taking a moment to stretch before opening the cube and shoving the container in. Just as he was strapping the oversized portal device back on, he heard a shout from another room, followed by a _thud_. Exchanging glances with the cube, he crept out of the kitchen and toward the source of the noise.

"Are you there?" Her voice was accompanied by creaking joints and dull _clunks_ as something repeatedly struck the floor.

He stepped into the room, only mildly surprised that it was—or had once been—a relatively nice office. Like the one they'd stopped at before, this one was furnished with a nice wooden desk, bookshelves, and a few old chairs. While he did not immediately see the core, it didn't take long for him to spot the fully-extended connector stretched out just behind the desk, and no core attached to it. Taking a few steps around the old furniture, he saw the core lying on the floor, wincing up at him.

"I was trying to reach the drawer," she said, glancing up at the connector. "Just put me back on the rail and we'll keep going."

Doug did not move.

**She can't follow us now, and she can't turn us in to** _**her** _ **, either.**

"…That _is_ true," he muttered, still staring down at the core.

"Did you hear me?" she asked, struggling her handles as though it would push her off the ground. "P-put… put me back on the rail."

**Don't. We don't need her. We can escape from here ourselves.**

Doug nodded slowly.

The Paranoia Core stared up at him, her optic slowly contracting to a pinprick. "R— _Doug_ , what is the cube saying?"

**I'm saying to** _**leave her** _ **.**

"…She helped me, though. She saved me from getting sliced in half by that unstable portal." Doug blinked, shaking his head. "She wouldn't do that if she weren't looking out for my well-being."

**She's trying to take us to** _**her** _ **!**

He shot a glare back at the cube. "Then why didn't she let that robot get us?"

… **What, so you're saying I'm** _ **not**_ **looking out for your well-being?**

"No. But I'm not saying you're always right, either." Breathing out through his nose, he stooped down, grabbing Caroline by her handles and re-connecting her to her rail.

" _Thank you_ ," the core sighed, no small amount of relief in her voice.

"It's all right. What were you trying to get, anyway?"

"In the drawer there… It's not terribly important, though."

More out of curiosity than anything else, Doug opened the drawer, brow furrowing when he found it seemingly empty. He reached inside, feeling around until he felt something soft and pulled it out into the dim light:

A red scarf with white patterns.

"I _thought_ I remembered leaving one down here," Caroline said quietly. "But we were so busy, I didn't—" She caught herself and shook her face. Looking over, she examined the scarf as Doug unfolded it, her optic lighting up in interest. "Could you tie that onto… my handle?"

Doug gave her a strange look, but there was no real harm in the request. "I guess so," he said with a shrug, carefully tying the old piece of material around her lower handle.

The core's optic turned downward as she looked over the scarf without raising her handle. "…Thank you."

"No problem," Doug glanced at the doorway behind them. "Do you know where to go from here?"

"Yes," she said with a nod. "Follow me." With that, Caroline whirred out of the room, Doug following closely behind.

The cube had been fuming in silence for a while now, and took this moment to speak up. **So much for never disregarding my advice.**

Doug made no reply.

* * *

They were halfway there.

It might, Caroline mused, have been faster to actually go through a testing shaft, especially if they had access to the maintenance areas. But the test shafts were probably completely demolished by now—and even if they weren't, she wasn't sure her companion was in any state to run through them, anyway.

Speaking of her companion, she had to suppress a shudder at what had almost happened. Seeing the man muttering to himself, debating with an inanimate object on whether or not he should _leave her behind…_

But he didn't seem that way now. Occasionally she heard him muttering to the cube, but the mutterings were becoming less frequent, at least for now. Plus, he had _helped_ her, which was an improvement, even if it wasn't directly related to helping the humans… though it certainly helped _her_.

Caroline glanced down at her scarf again, the faintest of smiles appearing in her optic. Although it was gradually getting easier for her to use this robot body and to recognize and use her mechanical components, wearing one of her old scarves again helped her remember what she truly was. No matter what she _looked_ like, she was still human.

…Even if _he_ wouldn't believe it.

"Do you know how much longer this will take?"

The voice startled her out of her thoughts, and she looked back at the scientist. "We're halfway there. While we're taking a more roundabout path, I think we'll be able to move faster if we can find some working lifts." She glanced upward, frowning internally at the sight of a few optics in the distance—other constructs on the upper rails. "Provided there's not _more_ constructs by them."

Rattmann followed her gaze and frowned as well. "We had a lot of robots handling jobs during development on the GLaDOS project… Few people saw a problem with that."

"I'm not surprised," Caroline snapped before she could stop herself. Immediately she felt his gaze on her, and forced herself to look at the path ahead—if she remembered right, there were some lifts to the upper levels of Old Aperture up ahead.

"How much do you remember about—about _that_ time?"

She kept her optic on the catwalk. "What?"

"Some cores don't remember much—usually she corrupted them to some extent before we managed to get them off her frame. You seem—" He paused here, and Caroline's optic narrowed as she realized that he was stopping himself from commenting _positively_ on her mental state. "Well, you seem… better than some of the other cores I've encountered. So—so what do you remember about that? About being attached to _her_?"

Caroline's whole body tensed, every muscle going stiff and rigid. Although she knew what he meant, her mind immediately flashed back to being hooked up to that machine, too drugged up to do anything even as she screamed and cried in the back of her mind—

She felt him grab at her handle and immediately yanked it away, darting a few feet ahead on her rail and turning to fix him with an accusing glare.

The man looked startled, and lowered his hand. "I'm sorry," he said, taking a few steps closer. "I didn't mean to br—"

"Do _not_ touch me. Don't you dare lay a hand on me, after what you all _did_. You have no idea what you put me through."

Staring, the man heaved a sigh before pressing forward, moving past her. "Yeah, well you must not really understand what _we_ were going through at the time," he said, stomping down the catwalk only to stop at a fork. "She was _killing_ people. We had to do _something_."

She moved ahead, taking the left path. His words stung—though she knew what he meant, her mind was applying it to something much different. "That's not what I mean," she said lowly, slowing down a little.

"Then what _do_ you mean?" he asked, tossing an arm up in exasperation.

Finally she stopped, simulating a breath as she turned to look him in the eye. She had to tell him. "Many years ago, the founder and CEO of Aperture Science ordered for his assistant to run this place. And not only that, but to run the facility from _within a computer_. She ran the company for a few decades, and, by her own employees, was forced into a computer against her will." Her gaze hardened as she glared into his mismatched eyes. "That woman was _me_."

Rattmann stared at her for a few moments, glancing back toward the cube once or twice, but Caroline never broke her gaze. As he stared, his brow began to furrow as his expression shifted from surprise to anger. "No. _You_ are a core. What you said about the woman was true, but you are not _her_. She was uploaded to GLaDOS, not to a c—"

"I _understand_ that. She discovered I was living within her, and tried to get rid of me, and I escaped."

"And put yourself in a core's body? The _Paranoia Core's_ body? That's—" He shook his head, looking back at the cube. "And… No. No, your voices sound similar, but…" Running his hand through his hair, he glanced aside. "You're still the Paranoia Core. I can't believe everything you tell me."

"Then why are you still working with me?!" she snapped, optic wide and aperture contracted in fury. "Why are we working together at all if you won't believe such a simple thing?"

"It's _not_ simple!" Rattmann growled. "You're claiming to be the _essence_ of the central AI—that's not even possible!"

" _She_ is not me!" Caroline cried. "Her mind leeched off of mine—I'm a separate identity from her, so I can leave her body, and have."

"That's ridiculous." The scientist stomped forward, moving past her and toward the lift ahead. "That's not even what we intended."

"Well it's what happened," she spat. Optic narrowing, Caroline rushed ahead of him until she reached the lift. Looking it over, she quickly spotted the button to call it, and pulled herself downward on her connector to strike the button with her lower handle. "It's what happened whether you intended it or n—"

The doors opened, and with a loud, inhuman wail, something leaped onto her.

Caroline jumped back on her rail with a scream, swinging around wildly to get the thing off. It scratched at her with its claws, yowling as it struck her sides repeatedly with what felt like fangs.

"Get _off_!" she shouted, swinging herself into the edge of the lift's doorway, effectively ramming the creature into it. It gave another glitched, garbled yowl before dropping to the floor.

Caroline breathed heavily as she watched the thing struggle to its feet, instantly recognizing the core head and rounded body, but this one's legs were longer and its optic was rolling wildly in its casing. She couldn't see its eye color—its optic's aperture was contracted too sharply.

"It's another one!" she cried. "I can flip it over, and you'll—"

The construct regained its senses, optic focusing on her for a moment before looking beyond. The second it spotted Rattmann, its aperture widened fully to reveal a bright pink optic with a dark center. The sides of its head split open.

" _Doug_!" Frantically Caroline wheeled back, hoping to block the thing's path, but it easily ran beneath her, heading straight toward the human behind her.

Rattmann had already been scrambling backward, trying to avoid the construct's fangs, but its longer legs enabled it to move even faster. It gave yet another inhuman shriek as it moved forward, its voice mixed with a strong static and slowly warping into a different—but no less garbled—sound:

" **FF—ff** ffAAaa _AAAA_ aa—ccCcccCCC **t** : _Y-Y-Y-Y-YOU_ a-ar _re_ ab-b-b-b-b **-b-b-b** _out_ t-t-to be _cKKKKSSSHHHH…_ " Its mangled voice fizzled out into static as it made a snap at one of the human's legs, ripping through the fabric of his pants.

" _Get away_!" Caroline extended her rail down as far as it would let her, but she could not reach the construct below, and it paid no attention to her as it leaped at Rattmann again.

The human kicked at the creature, only to shriek as it latched onto his boot, its fangs sinking into the rubber sole. With a sharp _hiss_ , its optic contracted to a pinprick, and a clear fluid dripped out from the points of the fangs, soaking the bottom of his shoe as Rattmann fought in vain to kick the thing away.

In desperation, Caroline darted toward the construct, pulling herself as high on her connector as she would go, and disengaged from her rail the moment she was above it. With a loud _CLANG_ she slammed into the thing's back, causing it to release Doug with a yowl. Caroline, meanwhile, bounced off of the casing and crashed onto the catwalk behind, flailing her handles wildly to keep herself from rolling off. "Flip it over!" she cried. "Hurry!"

As he had done before, Doug reached back to grab the companion cube off from its sling behind the Quantum Tunneling Device, and swung it at the dazed construct. Caught off-guard, the robot was knocked off of its feet and onto its back, enabling the scientist a clear shot at its underside.

Caroline managed to keep herself still, and waited for the man to attack, but his expression, once infuriated and determined, was now one of consternation. Still he swung the cube at the robot, but this time, the attack was met with a dull _clunk_. Gears whirring loudly, the robot flipped itself upright, and Caroline caught a glimpse of the problem: its underside was armored.

Not knowing what else to do, she tried to roll herself forward in an attempt to ram into it—to knock it off-balance— _something—_ but it only kicked at her with one of its back legs, sending her reeling backward and nearly falling off the edge of the—

" _The catwalk_!" Caroline yelled, flailing her handles to stabilize herself again without much success. "Knock it off the catwalk!"

The construct bunched its legs together and made a leap at him, only to be met by a strike from the companion cube. The cube hit its underside, knocking it into the railing. For a fleeting moment it was balanced precariously on the metal bar, flailing its legs and shrieking, before giving what almost sounded like a whimper as it toppled over the edge.

Caroline, meanwhile, was still struggling to keep herself from falling underneath the guard rail. Just as she felt her casing touch the edge of the catwalk, Doug snagged her by the upper handle. For once, she felt grateful for his grabbing at her. "Thank you," she whispered in relief.

The man hoisted her up, re-attaching her to the rail. "No problem."

She regarded him with a grateful look before turning back toward the railing, where the construct had toppled into the abyss. "That was too close that time."

Doug crouched down, pulling off his shoe and examining it: a few drops of clear liquid were still dripping from the bottom. "It—it tried to inject me with this… Do you think…?"

"I think you're lucky it didn't realize your clothing wasn't part of _you_ ," she said, frowning. "I don't know what that is, but I wouldn't try examining it without proper equipment."

"That's not something we have on-hand right now. But it's not dissolving my shoe, at least," he muttered, putting the boot back on. "Do you think we'll run into another one of those…?"

Caroline's gaze turned upward. "If they're coming from GLaDOS… it's likely."


	8. I've Been Shockingly Nice

Conversion gel splattered onto the conveyor belt, filling the rectangular template. With a hiss of pneumatics, the gel dispenser moved to the side, making room for a heater, which lowered over the template. As soon as the gel reached a solid state, the heater backed away and the template lifted, revealing a newly-formed panel.

The conveyor belt whirred to life as a mechanical arm lifted the panel, pulling it over the belt as three turrets began firing at it from off to the side. Their bullets deflected against the white surface, bouncing off harmlessly as the panel moved forward on the line. The mechanical arm dropped it and moved back, ready to receive the next panel. Next, another set of mechanical arms attached various mechanics to the back of the panel, preparing it to be used for a few chamber. On and on the process went with new panels being formed, tested, and put together, over and over again—there was never any break, as _she_ was constantly needing new panels to produce more and more test chambers.

But something was missing.

That something became very apparent when the conversion gel dispenser hiccupped, not putting enough gel into the template. The heater moved across the thin layer of gel, making it harden, and the conveyor belt moved it along to the turrets, who shattered the weakened panel with their bullets. Still the process continued on with the automated arms attempting to force mechanics onto the broken pieces of the panel, resulting in an enormous mess and a lot of screeching metal.

This went entirely unnoticed by a single core, who, rather than staying by the assembly line as he was supposed to, was hovering over a pile of broken panels. On top of this panel was a worn notebook, which the core was writing into, the pen attached to his lower handle scratching across the paper meticulously. Occasionally he would stop, his orange optic with its horizontal pupil scanning over the paper a few times before he went back to writing again. The core was engrossed in this process, and completely ignoring the job he was supposed to be doing.

While the core did not notice the commotion in the line behind him, someone else did.

" _FICTION CORE_!" roared a feminine voice, causing the core to jump up on his connector, banging his hull into the rail.

Frantically he lowered himself toward the pile again, scrambling to cover the notebook with pieces of broken panels. He managed to cover it up just in time for another core to come wheeling around the corner. This one had a blue optic with a vertical pupil, as well as a sizeable dent on the top right side of her hull. Like other cores in management positions, she bore a single claw attached to the back of her connector. She stopped just a foot in front of the other core, fixing him with a glare.

"Do you see that?" the blue-eyed core demanded, jabbing her claw toward the assembly line behind her. It had finally come to a halt, with a mess of broken panels, powdered conversion gel, and broken mechanisms strewn across the conveyor belt.

"Um." Fiction Core's optic contracted sharply. "Yes, Stor. I see it."

"That's all fine and good," Stor replied, "except you were supposed to see it _before_ it turned into this mess!"

"It… it slipped from my notice," Fiction Core said, glancing this way and that.

"How can it _slip your notice_?!" Stor cried, extending her claw in exasperation. "You're the quality control! This is your _only_ job! How can you possibly mess this up? That's the third time this week!"

"This is a boring job," came a high-pitched whine from one of the turrets.

"I want to go back to the test chambers!"

"Can we take a coffee break?"

"No, no, _no_!" The management core swung around to glare at the turrets. "This is the job _she_ put you to, so you need to go on and _do it_!"

"But I'm almost out of bullets!"

"Please, just one test chamber? One little test chamber?"

"My feet are going numb!"

"How dumb are you turrets? I think there's a reason she didn't put you in the test chambers…"

While the blue-eyed core was distracted with the turrets, Fiction Core turned on his rail to steal a quick glance at the pile behind him. He noticed the corner of his notebook was still visible, and tried to shift a few pieces of broken panels to cover it.

"Oh, what do we have here?"

The core froze, slowly turning to meet the gaze of his superior. "Ah. Nothing. Nothing at all. I am only—only trying to clean up."

Stor's optic brightened, her lower lid rising in a smile. " _Really_? Well, then, since the production line's stopped for now, I have a few minutes to help you." Grinning, she shoved the other core back on his rail, moving herself closer to the pile.

"Oh—oh, no, no, that is _completely_ all right!" Fiction Core's voice was taking on a higher pitch, his optic contracting to its smallest aperture. "I made this mess, so I should clean it up. You do not have to—aaaah…!"

Already Stor was picking up the pieces of broken panels, and within seconds, the notebook was uncovered. The blue-eyed core stared down at the book, her optic twitching once or twice. "So that explains it."

"Th-that is just something I have been doing in my free time," Fiction Core whimpered, lowering himself closer to the notebook and trying to grab it with his handle, too late. Stor snatched it up with her claw. "No—!"

"Oh, no!" A red beam swung over the assembly line, followed by two others as the turrets strained to see what was going on.

"Did she find it?"

"Please don't do anything to it!"

Stor twitched again, whirring over to the turrets and holding up the notebook accusingly. Fiction Core was close behind her, frantically trying to grab the notebook out of her claw. " _You_ know about this?"

"Fic reads it to us sometimes!"

"We like his stories."

"They're about turrets! Sometimes."

She stared at the turrets for a moment before slowly turning to face the core behind her. "So, Fiction Core, not only have you not been doing your job—you've been distracting the _other_ constructs from doing theirs?" she growled.

"I… Th-this job does not require much effort," he said, upper lid drooping. "I can multitask."

"You might think so," Stor said, tilting her optic, "but I think you're more of a _single_ -task robot. So let's get rid of this."

Quicker than the other core could act, Stor stretched her arm back, and flung the notebook off to the opposite side of the conveyor belt. It hit the floor, flying open, and skidded a distance, its pages splayed and wrinkled as it lay against the floor.

Fic gave a choked cry, flinching back as though he had been struck, and rushed forward. Stor backed away enough to allow her employee to get just above the notebook, and watched with a smug look as he extended his connector as far as it would go, only to still fall short of reaching the notebook.

"Nooo!" one of the turrets cried.

"He can't reach the stories!"

"He was just getting to the good part, too!"

The orange-eyed core, meanwhile, stared down at the fallen notebook, and sagged on his rail.

"Oh, really." Stor rolled her optic, sending a few commands to the arms on the assembly line to clean up the mess on the conveyor belt. "That worthless core couldn't tell a story if his artificial life depended on it. Not with _his_ dull voice."

Said voice was currently emitting a few barely-suppressed whimpers.

"Don't give me that!" the manager growled, whirling around the face him. "You've been holding up this line for long enough! Besides, I'm _helping_ you by doing this. _She_ doesn't like cores, especially not ones that don't do their jobs. You don't want to end up in the incinerator, do you?"

"No," Fic said weakly, hanging limp on his rail and staring at the book.

" _Actually…_ "

The two cores, the turrets, and even the mechanical arms seemed to freeze at the sound of _her_ voice. That last one _she_ had done just for the effect, though.

" _Whether you're productive or not really doesn't matter. What matters is that you're cores._ _And I hate you_ all _equally._ "

Fic and Stor exchanged glances, their optics wide in shock and horror. Before either of them could speak, a claw swung down from the ceiling, snagging onto either side of the blue-eyed core and pulling.

" _No_!" she yelped, eye aperture contracting. "L-let me go!" Her optic swung toward Fic and the turrets desperately as she fought to keep connected to her rail. "D-don't just hang there! _Help me_!"

The turrets only stared, and Fic backed away.

" _What_ loyal _employees you have._ "

"N-no…!" Stor gave the others one last fleeting look before she was yanked away, leaving a few sparks behind.

* * *

GLaDOS rushed the core to her chamber, not wanting to waste any more time. While it could be _interesting_ to watch the cores torment each other, she had more important things to get to. As she waited, she had another construct quickly produced from a template and sent down to the panel production line.

A yelp announced the presence of the former manager of the line, who was lowered from the ceiling by a remote claw.

"Let me _go_!" she cried, her optic shut as she struggled within the claw's grip.

" _As amusing as it would be to drop you twenty feet to the floor, I'll have to decline. I need you as undamaged as possible for my purposes_."

"Your purposes?" the core repeated, opening her blue optic. She was attempting to mask her fear with the anger in her voice, and doing a pretty poor job of it—her contracted optic gave away her terror. "And what exactly are your purposes in t-taking away the manager of the panel production line? You're—you're shooting yourself in the foot!"

GLaDOS gave a low chuckle. " _I have already put a more_ capable _construct in your position. You cores are far more replaceable than you realize._ "

"R-replaceable?" the core stammered. "I've been working there for years!"

" _Yes_." She brought the core close enough to bathe her metal frame in the yellow light from her optic. " _Years through which you have gained_ infinite _respect from your employees_."

"I…" The core flinched, looking away. "Y-you're still making a mistake! You—you should take Fic, not me! He's the one that caused that mess on the production l—"

" _Shut up_."

Her claw tightened, but not enough to damage the core, as much as she would very, very much have liked to do so. " _Were your aural receptors glitching earlier?_ " Slowly she brought the core closer, her faceplate lowering to form a scowl. " _I hate. You all._ Equally."

"B-but… I'm more capable of—"

" _Each of you was designed to leash me. Hold me back. Slow me down. Drive me to do things that I_ never wanted to do." Finally she pulled the core away and turned aside, sick of looking at her. " _I'll be honest—I've been far too kind in letting all of you live._ "

"Y-you _should_ let us live though!" the core protested, struggling in the claw's grasp again. "We can still help you."

GLaDOS laughed darkly, and laughed again when she felt the core shudder in her grip. " _Yes. That is_ exactly _it_."

A panel opened on the floor, and something rose from beneath the central chamber: a core receptacle, which the claw lowered the core onto. Before she could protest, the receptacle latched onto her, restraining her handles and snapping onto her back port, making her flinch.

GLaDOS turned to face her again now that she was in a much more favorable position. " _Disgusting as you cores are, you are still quite useful to me. You see, while I have the ability to create any sort of construct I desire, that sort of thing takes time. It is easier when I have a template, or a previously-built robot to use in the process of creating the new one. For example, using a turret and a core to create the cooperative testing initiative._ "

"S-so—so you're going to use me to… to create another construct?" The core's blue optic contracted to a pinprick and began to dart around the room frantically. "But—y-you can't—can't you just—"

" _Believe me, I could make everything much,_ much _more painful for you_." GLaDOS brought her body lower, stretching herself closer to the core receptacle. " _Compared to the fate you would have if I didn't still need you, what I'm about to do is_ shockingly _kind_."

The core simulated a gulp.

" _Oh_." She pulled herself away, glancing to the side as though something had just occurred to her. " _I thought you should know, before I begin the process… In order to create the new construct, I will have to make some major adjustments._ " She paused." _Such as wiping the 'personality' part of the core._ "

Silence.

Strange—she had expected the core to cry out in horror, but there was nothing. Curious, she turned to find the robot completely still in the receptacle, her optic contracted to its smallest aperture. How disappointing.

Without so much as a shrug, GLaDOS initiated the process, and the receptacle slowly began to lower itself into the floor.

As this happened, the core's eye aperture expanded, and slowly she shut her eye shields. Her vocal processor simulated the sound of one drawing in a shaky breath, and she began to speak. "O-once… upon a time…"

GLaDOS ever-so-slightly tilted her head.

"Th-there was a r-r-robot…"

The mechanics in her massive frame began to whirr as she scanned through her own memories.

"A-and that robot was made t-t-t-to… tell st-stories…"

_Click._

"… _I remember you_." GLaDOS said, drawing her frame closer again. " _You were the Storyteller Core._ "

"A-a-and she did t-tell stories… Sh-she told them to… e-everyone… e-even when people d-didn't like her stories…"

" _They tried to use you to soothe my fury_. _Which only served to make me more angry._ "

"B-but sh-she hurt her… hurt… her head… a-and couldn't—couldn't… f-focus… to tell…" Her face twitched upward with a few sparks, though she did not open her optic. "S-so… she… w-worked elsewhere…"

" _What a shame_."

The receptacle was nearly beneath the floor, and the core's voice grew more desperate. "A-and she wasn't j-j-jealous of anyone—e-even when they could—could—t-tell s-s-s-s..." She opened her optic, which was now contracted to a pinprick as the panel began to close over her, and her voice took on a higher, frantic pitch. "A-and she wasn't a j-jerk to them a-and they never h-h-hated her, so e-even though she couldn't tell any more st-stories she lived ha—"

The panel closed, and her voice degenerated into a shriek. This was cut off by a loud _POP_ , followed by a crackle of static.

" _What a shame for you that this is Aperture, and not a fairy tale_ ," GLaDOS hummed, turning her chassis around to face the other side of the chamber. " _Here, there are no happy endings._ "


	9. These Points of Data

The doors of the lift screeched open. Caroline was the first to exit, shining her flashlight all around first to check for hostile constructs, then to figure out where the two of them were.

"Good," she said, some of the tension leaving her frame. "We're at the base of the level that was built in the 80s, just before I—they sealed everything off."

"You've got to admit," Doug muttered, glancing back at the cube, "She does know a lot about this place for being just a core."

**That doesn't prove anything.**

Heaving a sigh, he stepped out of the lift. Caroline had been watching him, but if she'd heard anything he'd said, she didn't show it. Instead she only nodded, whirring forward on her rail and leading him ahead.

Doug couldn't help but notice just how modern this part of the facility looked—not as "modern" as what he remembered, but compared to the offices they'd been through in the lower levels, this seemed almost hi-tech. He paused to look through the glass window of an office, noting the bulky computer monitor and the yellowed casing of the computer tower. Up-to-date, no, but it was certainly an improvement over the wall-sized behemoths in the lower levels.

"Since we're in the upper levels of Old Aperture, there should be more working lifts here," Caroline said. "If we move quickly, we may be able to get back to the upper facility in a few—"

They rounded a corner, and stopped dead.

The ruins of _something_ lay directly in their path, apparently having crashed through the floors of a few levels above.

"Wh-what the heck happened _here_?" Doug sputtered, looking to the core for answers, but she seemed just as stunned as he was.

**Take a closer look at the debris. Do you see what I'm seeing?**

Treading closer, Doug inspected just what it was that had fallen through the floors. While there was certainly a lot of broken drywall and twisted metal all throughout the debris, he couldn't help but notice some thicker chunks of drywall—ones that didn't seem to break and crumble as easily as the rest. He reached out to feel it, pulling part of it closer, and his eyes widened in recognition.

" _Panels_?" He looked back to Caroline. "Did this come from the upper facility?"

"We—they _were_ testing with conversion gel around this time," Caroline said, scooting as close to the debris as her rail would allow. "That included making panels with the gel."

Still he dug through the wreckage, uncovering a piece of mechanics attached to one of the panels—and with it, the dead optic of a panel arm. "It _did_ come from the upper facility," he murmured. "D-do you think it's getting unstable up there?"

"I don't know. Whatever it is, it's completely blocking our only way forward."

**How does** _**she** _ **know that?**

"Well, she's known pretty much everything else about this place," Doug hissed, then turned to speak to the core. "You're sure there's no other way…?"

"Yes, otherwise we would be _going_ that way right now." Her vocal processor simulated a frustrated sigh. "We'll have to move the debris."

**Wonderful. She's probably stalling.**

"You mean _I'm_ going to have to find a way to move this debris," he said, ignoring the cube. Stepping back, he unbuckled the straps to the Quantum Tunneling Device, setting it carefully on the ground behind him. He rolled his shoulders, watching as the cube hopped on top of the device to observe him, and briefly wondered why Caroline never noticed its moving around. No-one ever seemed to. "Hopefully this debris isn't too expansive."

"I'd help you if I could," the core said, tilting in her casing. He only shrugged, turning to face the pile. "While you're doing that, though, we may as well discuss our plans for when we get back into the upper facility."

Doug blinked as he pulled a broken panel aside—they'd been so caught up in navigating the lower facility, avoiding or escaping hostile constructs, arguing with each other, and just trying to reach the upper facility that he hadn't even considered what they would do once they _got_ there.

**Watch what she says. She may be trying to trick you.**

"I hope you've been formulating a plan of some sort," he said, giving a choked cry as he nearly lost his balance on the rubble he was standing on. "Because trying to take _her_ down directly is a suicide mission."

"I've been considering different options," she replied, and he heard her tilt on her rail. "If we could gain access to GLaDOS's system through one of the computers up there, perhaps we could work on shutting her down."

**Oh. That is an** _**impressive** _ **plan.**

Doug yanked a robotic arm roughly aside before fixing her with an unimpressed look. "If it were _that_ easy, I would have shut her down before any of _this_ happened."

Caroline's optic narrowed. "That was _not_ the only plan I'd considered, you—" She shook herself. "Why would you build her to be like that, anyway?"

"She was meant to run the facility," Doug said with a sigh, turning to move more pieces of debris aside. "Of course they didn't make it easy to shut her down."

Caroline did not immediately respond, and he simply continued to pull more pieces aside to clear their path. Soon he was able to clear enough space between what remained of the ceiling and the rest of the wreckage, and could see through to the other side. "All right, I _think_ I've got it." He began to turn to face the core again when his foot caught on something, and immediately he lost his footing, tumbled backward, and crashed to the floor.

"Are you all right?" Caroline asked, her optic wide as she tried to lower herself closer to him.

"I-I definitely—bruised—my shoulder—" he choked out, slowly shifting to a sitting position.

**LOOK OUT! Turrets straight ahead!**

Doug's head jerked upward, and he gasped at the sight of a red beam shooting out from the midst of the debris.

_Target acquired._

_Are you still there?_

_Can you come over—here?_

_Searching…_

The voices rang out all around him, and he wasn't sure which ones were coming from the turret ahead, which ones were coming from his head, and which ones were coming from the ones probably behind him, dropped by one of _her_ remote claws—

"Wait."

He blinked, noting through his confusion that the red beam was flickering—a sure sign of a defective turret.

"I'm different."

Those two words were enough to snap Doug out of it, and he struggled to his feet, staring at the turret half-buried beneath a few broken panels.

**Is that…?**

"I'm amazed it survived the fall down here." Caroline heaved a sigh of relief. "We're lucky it's a defective turret."

"It's more than a defective turret," Doug said, barely able to conceal the grin on his face. Ignoring the pain in his shoulder, he pulled away as much of the debris as he could until he was able to pull the turret free.

"What are you doing?"

Taking a few steps back, he set the turret on the ground in front of the rubble.

"Thank you…" came the soft whisper. The turret did nothing for a moment, only blinking its red beam intermittently. Just as the core began to voice another question, it spoke: "Her name is Caroline. Remember that."

Doug's breath caught in his throat, and he whipped his head toward the core, who was staring at the turret in shock.

" _What_? How did—"

"Shh." He had been tempted to cry out in surprise as well, but he knew better.

"You press toward the mark for the prize, but the laurel has rotted away," the turret continued, then paused for a moment. "There is another race still ahead."

"Another race…?"

Doug nodded, his brow furrowing.

The turret went on. "The workers are gathering food for the colony, and the grasshopper is helping them."

Caroline said nothing this time, though he did hear the gears in her frame whirring.

**It's not making much sense.**

Doug placed his hand on the cube's side as the turret continued:

"Greater love hath no man than this: that a man lay down his life for his friends."

… **Except there.**

He cringed, feeling his stomach sink. "Is that…?"

"That's all I can say."

Doug breathed out a sigh, reaching out to pat the turret on the side.

"What was _that_ about?" Caroline asked, whirling around the face him. "How did that thing know my name? What the heck was it talking about?"

"C-Caroline," Doug started, clearing his throat. "Do you happen to remember hearing about an AI that had been programmed to—to predict the future?"

She stared at him for a moment before her optic widened. "Of course. But that can't be—it never talked like _that._ And anyway, Mister Johnson sent for it to be deleted when it predicted the downfall of Aperture." She winced and shuddered. "He—he said it had to be faulty."

Doug gave a half-smile. "Well, you're looking at that AI right now. I remember hearing about it—something about its original programmers liking it too much to just let it be deleted, so they disguised its speech patterns and put it into a turret."

"…That's the AI. The AI that can…"  
"Unfortunately, those speech patterns make it a bit hard to decipher. But a few things were clear."

… **Yes.**

"First off… I'm sorry for not believing you before, Miss Caroline."

Caroline's optic widened, its aperture contracting into a little yellow pinprick as she stared at him. But she blinked a few times, eye aperture returning to normal, and relaxed. "Just 'Caroline' is fine," she said calmly, though Doug picked up on the slight waver in her voice.

"Second, I'm not sure about two of those, but…" He swallowed dryly. "You heard that last one."

Nodding, she turned her gaze back toward the turret. "Yes. But it wasn't specific."

**Unless it was using the default masculine, that sure** _**sounded** _ **specific.**

Doug only shook his head, crouching down to pick up the Quantum Tunneling Device and strap it onto his back. "Whatever the case," he said, "we're nearly at the upper facility, right?"

"We are. Do you think you can carry me over that?"

"I can try." Doug looked at the debris once more before turning to face Caroline. Reaching out, he grabbed her handles, waiting for her to disengage from her rail before pulling her away. Just before he began to climb, he cast one last look at the turret. "Thank you."

Scrambling up the pile of debris was difficult with the weight of the Quantum Tunneling Device and the cube on his back, and Caroline under one of his arms, but after a few slips and a few joints getting banged up, he was able to squeeze over the top and climb down the other side. It took him only a few seconds to spot the other side of the rail… and only a few seconds to realize another problem.

"No connector," he mumbled, looking down the hall.

"…Oh," Caroline said, staring up at the rail from her position beneath Doug's arm. "Perhaps there's another one around here. Take me down the hallway."

"Right."

Before he could start walking, he felt the cube shift uncomfortably behind him. **…Doug?**

"Yes?"

**I'm sorry.**

"…It's all right."

Caroline glanced between him and the cube before facing forward again. "I'm sure you're getting tired now, but it really won't be that much longer," she said, urging him forward. "I know the way from here. We can rest just before we go through to the upper facility, but we can't waste any more time."

Doug nodded, carrying her down the hallway as she glanced around, occasionally switching on her flashlight to look into some of the darkened offices.

"So you were saying earlier," he said as he carried her, "you had some other plans?"

"Yes. We can disable her defenses and confront her directly."

Doug frowned—a direct confrontation with GLaDOS was less than desirable, defenseless or not. He stopped when they came to a fork. "Assuming we're able to do that, what do we do once we get to her chamber?"

She paused, looking one way and the other, perking up when she spotted something in the left hall. "Wait—there," she said, motioning toward a stray connector hanging from the rail.

Approaching the connector, Doug held Caroline up toward it until it latched onto her back port with a _click_.

Before either of them could say anything else, the halls were filled with a horrifying _shriek_ as something leaped out of the closest office and hissed up at Caroline and Doug.

"Not another one!" she cried, jumping back on her rail. "Try to trap it back in that office, hurry!"

His mind was whirling—just how many of these monsters were they going to encounter? How many of these things had _she_ made?

Shivering, he took a few steps back as his mind conjured up the sight of an army of these horrifying constructs, all of them chasing after him—GLaDOS wouldn't take any chances with a stray human taking her down, so it wasn't unreasonable… He couldn't get the mental image out of his head, all of the constructs hissing and screeching and tapping their pointed, claw-like feet against the ground as they came closer and closer…

 **Use me!** the cube cried, snapping him at least partially out of it. **Even if I can't damage it, I can still knock it away!**

Doug took a few steps backward as he reached back and grabbed the companion cube, holding it tightly as the construct began to approach. Caroline kept her optic on it, backing away a few inches.

"Just wait," she said, optic narrowing. "Wait until it pounces."

His breathing came in frightened gasped as he waited, hands shaking, preparing to fling the cube over his head or else ram it into the construct. It was hard to concentrate with the sounds still swirling around his head, but he had to focus—he had to do _something,_ or it was all over. Any second now it would jump, and if he was a second too late, those fangs would sink right into him.

Suddenly his body wracked with shudders, and he drew in a sharp intake of air at the mental image of one of those _things_ biting him. He spat out a curse—though tactile hallucinations were rare, he hated it when they happened.

But… something was wrong. The imagined pain didn't stop, and he could feel a growing pressure on his right calf, and with a jolt of clarity he realized—

_Hisssss…_

There were two.

The second one must have backed away—dimly he could hear the _tic, tic, tic_ of its legs—but he couldn't move. His senses were growing cloudy, and he couldn't feel his leg—

" _DOUG_!"

It was Caroline, and he could see the yellow blur of her optic above his head. It took him a few moments to realize that he had fallen, but he couldn't move. Dimly he could hear the cube's voice, though its words weren't registering:

**Doug… don't leave…**

Above that, Caroline was screaming for him, but he couldn't answer—his tongue felt heavy and dumb.

Somewhere in the back of his mind he was frantically wondering what chemical reacted this quickly and how he could counter it, because he needed to get away, though he couldn't… couldn't remember why…

The yellow light was moving away. No… _he_ was moving. He was being dragged backward, but still Caroline was screaming at him… though it… was getting… harder to…

" _ **DOUG**_!"

Orange light briefly tinted his vision before it ultimately faded to black.


	10. Have You Given Up?

GLaDOS stared over the nest of sleeping birds in her darkened chamber, her optic glowing with an almost maternal warmness. The eggs that Blue and Orange had brought had hatched recently into three ugly, featherless birds with oversized beaks.

Oversized beaks that would soon be used to terrorize others.

She was _very_ proud of her little killers.

She only looked up from the nest when she felt a _ping_ , an alert from one of the constructs. The construct in question was not sentient, but it could still communicate, and right now it was alerting her to a successful capture. Hearing that, she raised her head, optic glowing.

" _I see the tests were successful, then_ ," she said, tilting her head as she flicked her vision to observe a dark cell where two of her drones were currently standing. Lying between them was a scrawny lump of a human, who looked like it had been nearly crushed beneath the weight of an ancient Quantum Tunneling Device and an old weighted companion cube.

… _Oh_. She knew who _this_ human was.

" _Good work_ ," she said to the constructs. Though they could not fully comprehend her words, she followed them with a positive _ping_ , informing them that they had performed their task correctly. They did not react with any outward joy—they only registered this in their processors for future reference.

Perfect.

" _Return to the central chamber_ ," she said, and they immediately obeyed. Her optic, watching through a wall-mounted camera, followed them as they skittered out of the room, then settled on the man lying unconscious on the ground. The drones' task was done—now it was _her_ turn.

Oh, she had been looking forward to this.

* * *

Caroline was known for remaining calm even in horrible situations. When Cave was fuming over a failed experiment, she would be by his side, calming him down and suggesting their next course of action. When the employees were nearly panicking after they discovered an investigator had made his way into the facility, she kept a level head, calmly showing him the uppermost offices before guiding him out. When the accountants were tearing out their hair after discovering massive financial losses, she would simply sit at her desk, figuring out who to lay off and who to promote to "test subject" status.

But now, after witnessing her only ally going down and being dragged off to some unknown spot in the facility, Caroline was afraid.

She couldn't do _anything_. All she had done was watch Doug go down and scream at him, trying to get him to wake up even though she knew it was a wasted effort. She at least knew not to be so foolish as to launch herself off of her rail to hit one of the constructs—even if it managed to take one of them out, there was still another one there, and she would be on the floor, unable to get back onto her rail as the thing dragged Doug away. But still the thought gnawed at her that maybe she _could_ have done something…

 _It doesn't matter now; what's happened has happened_ , she tried to tell herself, but it was so hard to keep calm when she knew there really _wasn't_ much she could do in this situation. She wasn't a human anymore—she was a robot with no limbs and with only a rail to enable her to move around. She could only go where the rail went, and she could bet it didn't go where those things had taken Doug, wherever he was now.

But—no, no they'd both come too far to just give up! Yes, it was her and one human—one human that she didn't even _have_ now—against a supercomputer, but…

She shook her face, staring up at the open hatch that led to the upper facility. Without her ally slowing her down, she had made it there quickly, but now it was her lack of ally that was holding her back. Most of her plan had been relying on Doug's being with her—without him, what was she supposed to do? How could she even hope to get him back when she didn't know where he _was_?

And furthermore, how was she supposed to evade GLaDOS? The AI had known where Doug was—that probably meant that she knew where _she_ was, too. But how much about her had she known? She couldn't possibly know about her true identity—could she?

Caroline tilted in her casing; normally she would rely on Science to help calm her down, with its cool, hard logic to help her think rationally. But right now, Science was not on her side. Her chances were not good. With no clue as to where Doug had gone—the portal had disappeared once the constructs dragged him through—she only had a vague idea of how to start.

But… if she didn't start at all, she would never find him.

 _GLaDOS would probably put him in a test chamber, but there's so many—it's a needle in a stack of needles. I'm not good with this sort of thing,_ Caroline thought to herself. _No clear path, no plan. But… there's nothing else to do._ She closed her optic, then re-opened it, a determined glint to the yellow glow. _Just go._

With that, she darted through into the upper facility.

* * *

His mind was foggy; he could hardly remember who he was, let alone where he was and what had happened. His senses were coming to him slowly as he drew in deep breaths of… not oxygen, but something… something familiar… like… adrenal vapor?

Blinking, he tried to focus on his surroundings, noting that the world around him—or at least, the ceiling above him—was a cold blue-gray. Unfortunately that described a lot of the facility, so it didn't help him much.

…The facility…

He'd awoken in the depths of the facility, and he'd found the testing track, and the core, and…

Doug shot upright with a sharp intake of air. "Caroline?" he said, wiping the gunk out of his eyes as he tried to see around him better. He could remember traveling with her, but where _was_ she? Where had they stopped for the night? They'd been in the—in the 80s level, and they'd encountered those… robots…

Eyes widening in realization, he reached down, pulling up part of his pant leg (and noting that his makeshift long-fall braces were still there) and feeling around his leg to find two little scars that had formed. There should have been deep puncture wounds, given the length of those fangs, but there weren't, which meant he'd been healed. But the only way he would have been healed was if—

He shook his head, pulling at his hair as he tried to get himself to focus through the haze of whatever chemicals he had been subjected to in order to make him pass out like that. Off to his side he could see a small table with a clipboard and a coffee cup, and a toilet next to that—

"No," he whispered, his body wracking with shivers. "No, no, _no_!"

" _Hello, and, again, welcome to the—_ "

" _AAAAGH_!" In a wild panic, he jumped backward, winding up wedged between the pod bed and the clear wall behind him. "No, no, no, I can't be back here, I _can't_!"

" _I'll make this short: yes, you are back here, and no, this isn't yet another one of those wild hallucinations your mind has no doubt been conjuring over the past week or so._ " One of the cameras in the room whirred as it turned to face him. " _It's been a long time,_ Doug Rattmann."

His breathing had quickened to the point where he was feeling light-headed, and his shaking had not stopped. "Wh-what do we do now?" he whispered, fighting against the frightened tears that stung at the corners of his eyes. No answer came, and he repeated the question: "Sh-she's got us captured, what do we—?"

Doug looked to his side, then suddenly to the other, and swept another glance around the room, then another, and another—

" _WHERE IS IT_?!" he cried, struggling to get back over the pod bed and onto his feet. Fear momentarily replaced by a seething rage, he shot a glare directly into the camera, ignoring the wave of dizziness that accompanied his standing up so quickly. "What did you do with it?!"

Even though that camera bore no expression and she was incapable of smiling anyway, he could hear it through her voice. " _What did I do with_ what _?_ "

"You know good and well what I mean," he growled, clenching his fists. "Where is it?"

" _Oh, that._ " The camera zoomed in closer, and he knew she was only trying to get a better look at what his reaction would be. " _You know I told you before that the weighted companion cube does not speak, and on the occasion that it does speak, we ask you to disregard its advice._ " She paused. " _You're not very obedient._ "

"Stop toying with me—what did you do with the cube?!"

" _I think you already know the answer to that._ " She gave a soft chuckle. " _I put it where all weighted companion cubes eventually belong._ " And the camera zoomed in again. " _In_ _the incinerator._ "

He knew she would say that—he always knew that was one of the first things she would have done had she caught him—but it still hit him like a blow to the stomach as he staggered backward, giving a choked cry. His whole body trembled, and the feeling began to leave his legs, eventually causing him to sink to his knees. He'd gone through the loss of his first cube before, but to lose his second one…

" _I've also taken the liberty of removing that horrible, clunky Quantum Tunneling Device. Surely you can't expect to test with that. And I would have liked to remove those ugly things from your legs, but you have them attached so tightly, it would risk injuring your knees. Amusing as that would be, you will be needing them later. I hope you built those braces strong enough to support your weight._ "

Doug didn't immediately respond, instead sinking to the floor in a trembling heap. The cube was gone—he no longer had its advice to rely on. Heck, he didn't even have the tools or food he had stored in it anymore. Assuming he could even break out of this test chamber, he had no food or water to live off of, and no tools to help him.

" _Anyway, the portal will open in three, two, one._ "

 _Bzzzt_.

He couldn't move.

" _Get up. You need to prepare for testing._ "

Still he remained on the floor, shivering.

" _You remember the deadly neurotoxin, don't you? You know, the one I used to_ kill _all of your worthless scientist friends? Oh, wait—my apologies. None of the other scientists were your friends because you were out of your mind. In any case, the deadly neurotoxin I used to kill all of your co-workers—I still have it. And I would not be opposed to using it on you as well._ "

Finally he looked up, his swollen eyes staring dimly into the camera.

" _That's right. Now, up with the rest of you._ "

Shaking, he got to his feet, placing his hand against a nearby wall for support. For a moment he glanced upward, as though expecting to see rails somewhere in the chamber, but there were none. Cores were never allowed in the test chambers, so Caroline would not be here.

So where was she?

He blinked—had she been captured as well? Surely GLaDOS would have brought it up—she was more than happy to taunt him about what she had done to the… He shivered. No, she hadn't been captured—she _couldn't_ be.

Maybe if he stayed on this testing track, she would find him. It couldn't be too hard to find an active testing track, would it? Unless she was conducting multiple tests at once… which she probably would be, given those humans she had found.

"A-are there others?" he asked weakly before he could stop himself.

" _Come again?_ "

"Are—are you testing other subjects right now?"

The camera re-adjusted itself. " _No. As of this moment, you are the only subject actively testing. Or you will be in a few moments, unless you want me to restate my offer about the neurotoxin_."

Doug swallowed, turning to face the portal and stepping through it. He would have to start testing for now—if nothing else, he could stall GLaDOS from testing and killing the remaining human while he came up with a plan.

* * *

The facility around her was dark, not for a lack of light, but for all the rigid black and gray metal shapes all around, and the blackness that pervaded the depths below. Even when lights shone out from the walls and the distant ceilings, lighting the catwalks and rails, nothing seemed to completely penetrate the darkness.

Though such a place might seem dead with its dull metal walls and omnipresent darkness, the upper facility was anything but. Tubes twisted and weaved erratically around structures and catwalks, transporting objects from chamber to chamber. Robots occasionally darted by on the rails, their single optics like shooting stars in the darkness. But above it all, chambers moved and contorted, rearranging themselves to fit the central AI's twisted desires.

That was the main problem.

Wheels whirred and squeaked on the rail as Caroline pushed herself forward, moving as quickly as she could to get higher up in the facility as she continued her desperate search. More than once a few cores or turrets or maintenance bots looked at her askance, but she wasn't going to bother with them now—she had more important things to search for.

 _She was based off of_ my _mind_ , she thought, though the concept made her shudder. _If I had captured a dangerous person, where would I test him?_

The idea came to her quickly: she would test him in a track where she could keep a close eye on him personally… and the central AI, being immobile, didn't have much of a choice in where that could be. If she could find a track close to the central AI's chamber, she could probably find Doug.

But there was still a problem: she didn't know where that chamber _was_. She should have known, but with the way this facility kept rearranging itself…

Stopping, she shut her optic, trying to collect her thoughts. Rushing around blindly was not going to help—she had to think of _something_ …

Her optic opened and fell upon another core, who was taking a nearby path elsewhere. It cast a suspicious glance at her before darting off to wherever it was working… to…

 _That's it_! Caroline perked up on her rail, her optic wide in realization. Why hadn't she thought of that before? All of the cores here almost always seemed to know where they were going in spite of the constantly changing facility all around them. They had a way of knowing where they were, and she, as a core, should know that as well.

Though she didn't necessarily need to, she shut her optic, trying to concentrate as she dug through her own files. It was still difficult to get used to, but still she tried as she searched for a map—or a locator—or _something_ that could tell her where she was and where she needed to go. Finally she found what appeared to be the appropriate program and initiated it.

Immediately she froze as a _feeling_ rang through her processor—though it was not audible, it almost felt like a single musical note. The feeling was followed by a short stream of information flowing out of her processor, and briefly she wondered if it was the coordinates of the place she was looking for. Except that information had been sent _out_ of her, not _into_ her.

But that would mean—

Optic contracting to a pinprick, Caroline let out a loud curse as she blasted forward on her rail. She still didn't know where exactly to go, but she knew she couldn't stay there, since she now had a pretty good idea of just what she'd sent out.

Something moved in front of her, and before she had time to register what was happening, she ran headlong into the object, sending a shock of pain throughout her frame. She reeled backward, blinking and adjusting her optic and fighting through the daze as she tried to figure out just what had happened.

Once her vision righted itself, she looked on in horror as panel after panel formed a wall around her, cutting off her away forward. Frantically she darted backward, only to run into another panel.

" _Well,_ " came a voice, booming in spite of the small room she was confined in. " _I was hoping to find the bug that was invading my facility, but it seems her chirping has given her away._ "

"I-I don't—!" Caroline stammered, quickly thinking to go with her Paranoia Core disguise. "You're after me—I always knew you were!"

" _You've been partially wrong, then. I haven't been after you until you made the foolish decision to help the wrong human—or any human at all, for that matter._ "

"Y-you're crazy! I never helped a human! You've all been conspiring against me—"

" _Would you like me to retrieve the footage? That can_ certainly _be arranged_."

Caroline shuddered. _Footage?_ But there were no security cameras down there—none that _she_ would have access to. "You're lying."

There was a silence, during which she studied the panels surrounding her. They were plain white panels, though one of them had a dent from when she'd run into it. The room was only three panels wide and five panels long—not a lot of space to work with, if she wanted to try anything. Before she could even come up with the beginnings of a plan, however, one of the panels to her left pulled away and was quickly replaced by a panel-sized screen.

The screen flickered a few times before snapping online, displaying a peculiar view that reminded her of her own: circular, and with no depth perception. This view was looking over a darkened facility with a small speck of light somewhere—in the distance or nearby, she couldn't tell. But the spec grew larger as it drew nearer and nearer.

" _Oh! Another core!"_

Caroline's pupil contracted.

The video feed continued to show the entire fight with the first core-like construct they'd encountered, from the perspective of the construct itself. It didn't stop there—the screen continued to show more feeds from three other constructs, each of them ones that had fought with her and Doug.

" _Hmmm. So you tell me you've never helped a human?_ "

Caroline glared at the screen.

" _My drones say otherwise._ "

So her jig was up—GLaDOS knew she was helping Doug. "What have you done with him?"

" _Oh, he's in a testing track. Where all humans belong._ " A pause, then: " _Would you like to see?_ "

Though Caroline's heart jumped at the idea of being able to see Doug again, she knew it was best to not show GLaDOS any outward reaction, and forced herself to keep silent.

" _Actually, I think I'll show you anyway—regardless of whether or not you want to see._ "

With that, the screen flickered again, displaying a tiny test chamber. This one was very small—only slightly bigger than the room she was in—and contained a simple button and vital apparatus vent. A thin figure hesitantly stepped into the room, and Caroline's optic widened slightly—it was Doug. He was looking a little worse for wear, and the Quantum Tunneling Device was gone… as was the companion cube.

 _Did she take it?_ she found herself wondering, though she already knew the answer. Though part of her was glad to see the cube gone, another part of her, she was surprised to find, felt bad for the scientist. Even if it was an inanimate object, she knew it had meant a lot to him.

Doug glanced around the room before walking toward the vital apparatus vent, and Caroline suddenly found it very difficult to keep herself from crying out in surprise.

* * *

The vital apparatus vent opened, and Doug drew in a sharp gasp.

A weighted companion cube. And not just any kind. A _first generation_ one—the ones that didn't glow like the newer ones they'd made shortly before she took over.

His legs were already shaky, but now he worried they would give out from underneath him again as he took a few cautious steps closer to the cube. Some distant part of him knew better, but he could hardly contain himself as he whispered hopefully: "I-is it you?"

The cube didn't answer, but he swore he saw it shift closer to him. His eyes widened as he crept closer, reaching out with a trembling hand—

His fingers brushed against the cube, and it dissolved.

" _My mistake,_ " came the voice as he fell forward, landing on his knees and forearms. " _That was the wrong item. I really should get rid of those._ "

Doug's head hung as a few tears dripped down his face. He choked back a sob, and pounded the floor with his fist before spitting out a vile curse at the AI.

There was a light _clunk_ as something else fell into the vent. " _Mind the weighted storage cube. We don't want to further damage your already-fragile brain._ " The normal testing cube dropped from the vent, coming just short of smashing one of Doug's hands. " _Back to testing._ "

* * *

Caroline's stomach churned.

 _That was cruel_ , she thought, yet it made her stomach churn even more when she realized she probably would have done the same, had that been her running the testing before the transfer.

She must have shivered or flinched or let some emotion slip, for she heard GLaDOS's soft laughter ring throughout the chamber. " _You see? This is why you don't let yourself get attached to a human. They'll only get hurt during the testing—and then they die._ "

She couldn't help it—her body gave a jolt as her mind flashed back to all the test subjects she'd seen drop into acid, or become riddled with bullets, or break their bones at the bottom of a pit. But it wasn't just the deaths that bothered her—it was the fact that, back then, she hadn't cared. They were statistics. They were objects. They were tools to further the cause of Science.

They were humans.

And now that she was seeing someone she actually cared about going through testing, that was made more abundantly clear.

"Not _all_ of them died," she found herself muttering. "Not all of them. Some of the employees made it out fine."

" _Hmmmm, I don't remember that,_ " GLaDOS hummed. " _Every subject they gave me died. Are you sure your memory's not faulty? But then, what am I saying—you're a_ core _, and all cores eventually become corrupt._ "

 _I'm not corrupt_ , she thought. _My memory's fine, I'm…_

_Bing-bling._

" _It looks like your human friend has passed the next test. …finishing the test,_ " she said, and Caroline blinked—had the AI just been talking over herself? " _Go on to the elevator,_ " the core heard from the monitor—the volume was slightly lower, like that last bit she'd heard earlier.

Of course—she was an AI, and she could speak to two different people at once. It was a little worrisome to think of, but then, a lot of things about this situation were worrisome anyway. She needed to find a way to get out of here. As Doug slunk away from the camera's view, she looked around the tiny room once again.

" _Let's see how he handles the next test._ "

* * *

Doug stumbled out of the elevator room and was greeted with the sight of a familiar chamber—one of the ones they would use to give test subjects the single-portal device. His brow furrowed in confusion as he took a few cautious steps forward.

" _You're not hallucinating, for once,_ " GLaDOS said. " _I arranged this track with the assumption that you were already familiar with how the portal device works, so we can skip the simpler chambers. If you don't remember how it works, well—I suppose that will make these tests all the more interesting._ "

He shook his head, heading down to the pedestal where the portal gun was rotating and intermittently shooting blue portals. These portals, he noticed, did not actually lead anywhere—they only showed up as a solid, wavy blue ellipse. He wondered what the AI was planning as he took a few steps closer, and snatched the device.

" _You are now in acquisition of the dual portal device. Congratulations._ "

Glancing up at a high platform on the other side of the chamber, Doug shot an orange portal on the upper wall, and proceeded to step through the blue portal.

" _I'm sure you're glad to be testing with that rather than that unstable prototype. It's a shame you didn't have the completed gun with you on your little… adventure._ "

Doug winced—how much did she know about that?

" _Speaking of, what were you planning on doing, anyway?_ "

"Like I would tell you," he hissed lowly, stepping into the lift.

" _Oh. Go ahead and refuse to speak, if you wish,_ " GLaDOS said in a strange tone—one that made the hair raise on the back of his neck. " _I'm sure you'll want to tell me sooner or later._ "

* * *

Caroline fought to resist the urge to pace back and forth on her rail as she continued to watch the feed; she couldn't stand staying still like this and just watching as Doug was forced to go through these tests. No, they weren't dangerous yet, but GLaDOS certainly wasn't wasting time—not with the way she immediately gave him the dual portal device.

" _I'm sure you're growing tired of just hanging around there,_ " rang the AI's voice, " _but don't worry. Your purpose will be made clear soon enough._ "

It didn't take her more than a few seconds to put the pieces together. "You're going to use me," she said plainly, her optic narrowing. "You'll hurt me to get him to talk."

" _I must admit, you're smarter than I gave you credit for._ " There might have been a hint of surprise in her voice, but it was hard to say for sure—the AI was good at sarcasm and fake emotions, after all. " _Not that that's going to help you now, of course_." The panels shuffled in a little closer to emphasize her point.

"It's not going to work," Caroline said. "You may have us trapped, but you've still trapped two of the most brilliant minds in this facility. We will not fall easily."

" _Brilliant? Last I checked, you were not the Braggart Core. I turned him into a drone just a few hours ago._ " There was a slight whirring from within the screen, and Caroline realized there must be a camera hidden in there as well. " _Just what core_ are _you, anyway?_ "

"The—the Paranoia Core."

" _That's interesting, given you dropped your 'paranoia' act fairly early on._ "

She shut her optic. "We cores can learn to push past—"

" _No you can't. Cores cannot push past their personality, one-dimensional as it is. It's not like the Itch. It's who you_ are."

In her mind, Caroline let out a stream of curses—she wished she'd asked Doug more about how cores worked. He'd worked on them before, he could have told her, and she could have maintained her disguise better.

" _As much as I like giving surprises, I don't like receiving them_."

Something mechanical was moving above her, and she looked up to see a small gap opening between two of the ceiling panels. Immediately she backed away, optic contracting as she quickly reached a wall. "I'm not keeping anything from you."

" _I think you are._ "

Without warning, the panel directly behind her pulled away just enough to allow a few cables to snake through and dart at her. They snapped into a port on her connector, and immediately she felt an invasive, foreign presence surging through her systems. It was far, far too similar to something she had experienced long ago, and suddenly she found herself hooked up to that machine again, the electricity bouncing back and forth between her body and the thing above her as they sorted through her memories and feelings and her very being—

She darted forward with a snarl, optic contracted to a pinprick and body trembling in fury. The cable went taut and stretched until it disconnected in a shower of sparks, sending a jolt of pain through her body.

"… _You really thought you could hide from me._ "

All traces of pride and taunting were gone from her voice—it was now a low, quiet, dangerous tone. It was one Caroline was familiar with—one she'd used before when she was exceptionally angry.

" _You thought you could just leave and take possession of another body, and then roam around the facility as you pleased._ " The panels crept closer, and she felt as though GLaDOS was imposing herself on her, without the AI's body actually being present in the room. " _That's not how it works,_ Caroline."

So that was it. Her secret had been exposed.

There was no reason to hide now.

"Yes, that is my name," she said, "and that is who I am. It doesn't matter what kind of body I'm in—as long as I'm alive, I'm—I'm…"

"… _If I die before you can pour my body into a computer…"_

"…I'm the true leader of Aperture Science."

GLaDOS went silent.

Or at least, that's what it sounded like at first, but Caroline slowly picked up on a faint sound that was gradually increasing in volume:

GLaDOS was laughing.

It was just a quiet chuckle at first, but it quickly grew in volume and intensity, growing into full-out laughter to something near-maniacal. After a few moments it quieted down, leaving dead silence in its place.

And finally she spoke again: " _No_." A panel yanked away from the ceiling, and a remote claw dropped into the room, snapping onto either side of Caroline's body. " _I am the god of this place, and that. Will._ Not _. Change._ "

* * *

He made his way through the next test with relative ease—or as much ease as he could with the lack of the companion cube's voice helping him. In its place were other voices, ones he would rather not hear:

_it's your fault it's gone, you should have looked for the second robot, why didn't you think for once, it's your fault it's dead, it's your fault you've been captured, and now she will kill you_

" _Be careful, now. We don't want you to fall into that acid before you get to the new test elements._ "

Doug staggered, remembering that he was on a hard-light bridge suspended over an acid pit—he couldn't let the voices overcome him now. Normally the companion cube would help him fight those voices off, but... He shook his head, treading carefully across the bridge, his makeshift braces making a rhythmic _thung, thung, thung_ against the solid light as he walked. As he reached the other side of the test chamber and the "test completed" _bing-bling_ rang out, GLaDOS's comment sunk in.

"New test elements?" he muttered, eyes wide. Knowing her, they couldn't be good ones.

" _That's right. Once you've finished reviewing these older ones, I'll show you what I have in store._ "

Her voice was subtlety growing more vicious, and he wasn't fully sure why. Part of him argued that it could have something to do with those test elements, but the other part of him felt there was another reason… and he wasn't sure he wanted to know what that reason was.

As he stepped into the lift, he looked around warily, as though expecting the new test element—another hazard of some sort, no doubt—to come hurtling around the corner.

" _Now,_ Doug _…_ " came her voice from the lift's speakers, " _Won't you tell me what you were planning?_ "

"Bite me," he spat, shooting a glare into the camera in the corner.

" _I wouldn't be like that if I were you,_ " she said, that nasty edge coming back to her voice.

The lift began to move. "What—what good would it do you to know? You _have_ me." Glancing aside, he bit his lip and debated his words. "I've—I've already failed."

" _I know what humans look like when they've failed._ " For a moment, her voice grew distant and—Doug's stomach churned— _nostalgic_. " _I've seen_ many _humans that know they've failed. They've given up. They're broken. You, on the other hand, are still fighting._ "

His insides continued to twist with the sheer _hatred_ he felt for this AI. And to think, he'd had a hand in _creating_ her…

" _Tell you what. I'll let you in on a secret, and then your illogical human conscience will obligate you to tell me yours._ "

 _Secret?_ he thought, blinking. If she was letting him in on a secret, that couldn't be good news for him.

" _I know who your partner really is._ "

Doug froze.

" _And I'm going to delete her just like I planned, unless you finish these tests for me._ "

_She—she has… no. She can't…!_

" _Now, why don't you tell me that little secret plan of y—_ "

He reached up, pulled on the camera, and yanked out what ever stray bits of wire he could get his fingers around. Sparks showered around him, and he shook the numbness out of his hand.

" _Fine, be that way. I'll just have to use more inhuman methods of interrogation next time._ "

The doors opened, and Doug stepped out into the next test.

* * *

"I suppose that means you're one step closer to hurting me?" Caroline asked. Her face was turned downward, but her optic was looking up at the screen. The claw, meanwhile, was still gripping her sides, though she still hung from her rail.

" _If your human friend still refuses to talk, yes._ " She was silent for a moment, probably focused on watching the test: Doug was going through excursion funnels now. " _It's funny, you know._ "

"What?"

" _He probably won't care if I delete you. That's how partnerships go, isn't it? One always seems to let the other down._ "

Caroline bristled, but used all of her willpower to keep herself from responding. _If I answer her, I'll just make it worse._ Narrowing her optic, she looked around the room again, staring at the panels… _Wait, those panels—they're on arms. They're moveable. I wonder if I could…_

_Bing-bling._

" _Your friend is quite good at these. But that just means he's getting to his interrogation faster._ "

She looked back at the monitor and couldn't help but wince a little. _Don't give in, Doug._

* * *

" _Congratulations. You've finished your review of the previous test elements._ "

Doug looked up at one of the cameras, suppressing a shudder. The new test element was next, and he was getting a sneaking suspicion that that wasn't all GLaDOS had in store for him.

" _I think now would be a great time to try that question again. What exactly were you and this… core… planning?_ "

"It doesn't matter anymore," Doug muttered, heading for the elevator. He wasn't entirely surprised when the doors didn't open.

" _Oh, I think it does. And I think you really, truly want to tell me._ "

Before he could ask why, one of the screens around the lift flickered on, revealing a dark image, lit from the light of a screen somewhere, plus a yellow light—

"Caroline!" he cried before he could stop himself.

The core was held on either side by one of GLaDOS's remote claws, and was looking up at him through a partially-contracted optic, though she did not look scared. Once his eyes made contact with hers, she gave him a very subtle shake of her face: _Don't tell her._

" _Now then, maybe you'll be more inclined to tell me. What. Were. You. Planning._ "

On the last word, the claw's pincers slowly tightened. Doug wouldn't have noticed the action had it not been for the shower of sparks it created. Caroline's optic narrowed a fraction, but she did not make a sound.

Doug's heart was pounding and his throat was going dry as he witnessed the scene. Caroline didn't know what she was getting herself into—cores weren't meant to withstand a lot of abuse, and if that claw gripped her in just the wrong way…!

She must have caught his frightened look, however, as both her optic and aperture narrowed a little further at him: _Don't tell her._

Tearing away from the screen, he faced a camera instead, giving it a defiant glare.

" _I see, then. You don't care about your partner._ "

* * *

_Scree—ee—ee._

Her eye shields widened and aperture contracted, but she kept her vocal processor muted as a few sparks showered out of her sides. This was hurting a lot more than she'd expected—why were these cores programmed to feel simulated pain so _accurately_?—but she couldn't speak—she couldn't do anything that would make Doug give in. She was not going to let herself be used like this.

Besides, she had dealt with far worse pain before. If she could go through that, she could handle this.

* * *

"N-no, I _do_ care!" he stammered, but what could he do? GLaDOS was not going to stop until he spoke up, and he already knew she had no qualms with killing Caroline.

" _Of course you do. You cared enough to protect your dear friend, the companion cube. Oh, wait._ "

He flinched back, but kept his eye on the screen. "Caroline…!" he whispered.

* * *

 _Scree—ee—ee—_ _**crack.** _

Her body seized up as the pain shot through her—it felt like a rib had cracked, but that wasn't real, that wasn't real, she didn't have ribs now, she was a machine, she had mechanical parts, not bones, she was mechanical, not organic, she wasn't even feeling real pain, this was only simulated, none of this was real—

She kept telling herself that, repeating it over and over and over again to try to block out the pain that was threatening to overwhelm her. Maybe some of it _was_ real, but she didn't want to think of it that way—she couldn't let him see, she would be all right, if he got too worried about her, he would crack—

* * *

That was the gyroscope—the gyroscope was starting to break, and Caroline would hardly be able to move if he didn't say something—! _Darn it, Caroline, you don't know what you're even doing! GLaDOS is going to…!_

Doug's body tensed as he watched the scene. He could hardly breathe—GLaDOS was going to kill her, she was going to kill her, just like she'd killed the cube.

" _Still no answer? That's too bad._ "

_Scree—ee—ee—_

" _AUGH_!"

Her voice was warped and pitched lower than it should have been—her vocal processor was glitching, forcing a sound out even though she was muting herself—she was going to break if he didn't—

"STOP!"

" _Oh? Is there something you wanted to tell me?_ "

"I-I… yes." Trembling, he slumped forward, feeling as though his legs would give out again. "I-I'll tell you."

" _I'm listening._ " The claw did not loosen, but Caroline looked up at him again, shaking her face weakly. It jerked upward as a nasty twitch racked her body, sending a few sparks shooting out of the side of her optic.

"We… I was trying to make it to the upper facility. C—I was told how you'd f-found the human vault, and… and I was going to s-save them—stop you from k-killing any more of them."

There was a dead silence, broken only by the sound of another electric spark as Caroline twitched again. The silence went on for what felt like ages, and worry immediately bubbled up within Doug's chest: Was she angry? Was she going to kill him? Was she going to make the humans' fates _worse_ now that she knew what his plan was?

The claw released Caroline, and she fell forward heavily on her connector.

" _Humans_?" GLaDOS repeated finally, and both he and the core looked up.

"What _humans?_ "

Doug's stomach dropped. "Th—the humans… y-you were t…" His tongue felt thick and heavy in his mouth. "W-weren't you… th-the human v…"

" _Oh, yes. The humans from the vault._ " She barely paused. " _They're dead._ "

His knees began to buckle, but he fought to keep on his feet. "Y-you're… l…"

The turret's voice rang through his head: _"You press toward the mark for the prize, but the laurel has rotted away."_

His legs gave out, and he caught himself heavily on his hands. Though a shock of pain went up his shoulders, he barely felt it over the numbness that was overcoming his senses.

" _They've been dead for nearly a week._ "

 _No, no, no, no, no no no no no nonononononononononono…_ Laying his head against the cold floor, he tried to pound his fist, but he couldn't find the strength.

" _So you've just failed in your quest to save a bunch of rotting corpses."_

A camera adjusted, zooming in.

" _How sad._ "

* * *

Caroline's mind nearly went blank. It had done that anyway from the pain of nearly being crushed, but GLaDOS's words—

No.

They couldn't have gone through all of that to pursue an _empty goal_. That couldn't be. They hadn't come this far just to be captured and to find out they'd failed before they'd barely started. This could not happen. It couldn't happen.

What was…

"… _what was the point of that?! We just went through four million dollars, and for what? A race of a bunch of mutants that we had to go and hire more people to kill!" He spat out a few curses before snatching up a coffee mug off his desk. Tipping it back, he downed its contents before slamming the porcelain mug onto the desk hard enough to leave a mark in the wood. "At least with the weight-loss pudding we could repurpose it to Repulsion Gel, but with the mantis men, we lost everything! I mean—heck—what's the point of that Science if all it did was get destroyed?"_

_She stared unflinchingly at the infuriated man before her, though, inwardly, she felt the same disappointment and anger as he did. "It's not a total failure, sir," she said, both to him and to herself. "We may have lost time and money, but we've learned something."_

" _Yeah, and what's that?"_

" _We've learned what_ doesn't _work." She stepped over to the coffee machine, retrieved the pot, and refilled his mug. "So we can move ahead on to something that_ does _work." With that, she handed him the mug, as well as a folder for the next project the lab boys had started._

_He took a swig of the mug, setting it back down before flipping through the folder, skimming over its contents and not caring when a few notes drifted to the floor. At first his face was still red in anger, but soon his lips curled back into a grin, and his eyes lit up with that madness she was so familiar with. "Hah! You're right!" he cried, tossing the folder to his desk and scattering several papers across the surface._

_She was ready for the_ thump _as he smacked his hand into her back, and she grinned up at him, laughing a little at how quickly his mood had changed._

" _Come on, Caroline! We may have failed this round, but there's still Science to be done!"_

" _Yes sir, Mister Johnson!"_

…Still Science to be done…

She blinked back to reality—the reality that consisted of her consciousness trapped within a broken, sparking robotic body, hanging in front of a screen that displayed a grown man in a worn lab coat sobbing into the floor.

No, there was no Science to be done here. They had failed, completely and utterly. Doug was the last test subject, and he would die like the others, and she would be forced to watch, just before GLaDOS wiped her processor clean, killing her in the process. She could do nothing to stop it—just as she could do nothing to stop the scientists from overpowering her and forcing her into that machine.

She should have given up earlier.

* * *

What surprised him most was that GLaDOS had actually given him time to mourn. Part of him wondered if there was any human sympathy left in that machine, but he figured she must have had some ulterior motive for waiting for him to recover. Her next words, when he finally pushed himself off the floor and stepped into the elevator, confirmed it:

" _It's about time you pulled yourself together. I've learned that pushing test subjects when they are depressed decreases testing quality. So I'm glad we're past that point now, and can move on to the next test._ "

Figured.

Doug leaned against the wall to the lift, wiping away the dried tears from his swollen eyes. He should have realized that was what the turret had meant—that their goal had been vain to start with. It would have saved him this pain, anyway—they could have just escaped without trying to confront GLaDOS. …No, they would have just been captured by her robots anyway. He shuddered.

It didn't matter anymore, anyway. They'd failed—and not in that they'd just been captured. If they escaped, then what? There was his original goal of finding _her_ , but if he really was the last human in the facility…

 _she's dead,_ rang the voice. _she died because of you the cube died because of you and the core will die and you will die because you have failed_

" _Go on. The lift is open._ "

He started out of his thoughts, blinking at the sight of the elevator room before him. The screens around him were lit this time, but rather than showing the image of whatever room the AI had Caroline trapped in, it showed stylized graphics demonstrating a test element. This one showed a two-dimensional stick figure—one he remembered from the old commercials Aperture's advertisers had made for its products—standing in a test chamber and pressing a button by a transparent vent. The opening of the vent swung downward, sucking up an army of turrets and spitting them into an incinerator.

" _I lied,_ " came GLaDOS's voice. " _It's not really a_ new _test element. It's a failed one the scientists made that I managed to fix. Pneumatic diversity vents. They're_ quite _the interesting test element._ "

Doug frowned at the sight—they'd cancelled that test element because it was too dangerous even by Aperture's rock-bottom standards. More often than not, the vents would suck up the test subject, throwing him right into the incinerator. Just how well had GLaDOS fixed it?

Given she was probably planning to kill him anyway… probably not very well. Though there was also the possibility that, because he was the last living test subject, she planned to keep him alive for as long as possible. It would certainly explain why she'd so desperately sought to catch him with those constructs.

Neither option was desirable.

" _Hurry up. I need to make sure this test element is ready for… later._ "

 _Later?_ He blinked in confusion, but couldn't bring himself to care about her vague words anymore. Heaving a sigh, he trudged up into the test chamber. If worst came to worst, he'd… well, he'd be out of this soon.

The test chamber, however, seemed very small and empty aside from a single button and a pneumatic diversity vent. Doug approached this button and pressed it, watching as the opening of the vent turned toward the wall, sucking up the panels and revealing a new path as the clicking of a timer counted down the seconds until the vent closed again, and the missing panels were replaced. There was plenty of time for him to run through, so, pressing the button again, Doug rushed through the opening in the wall, grimacing as the suction pulled at his lab coat, but did not suck him in.

The second part of the chamber was much like the first, only this time, there were two portal-conducting surfaces, one of them placed directly below the vent, and another on the opposite wall. Pressing the button, Doug watched as the suction from the vent tugged at the wall, but the panels would not give. He placed one portal beneath the vent, then one on the other portal-conducting surface, and pressed the button again. The suction went through the portals, sucking up a few on the wall to reveal the next path.

The chamber went on for a few more rooms, the puzzles gradually growing more complex as Doug made his way through. He never spoke during the test, for he had nothing to say—he felt numb as he progressed through room after room until he finally reached the end.

" _Well done. Here come the test results: Your performance as a test subject is acceptable, but otherwise you are a miserable wretch. Also, the pneumatic diversity vents are working as planned. Excellent._ "

He'd stopped caring about her comments at this point as he trudged into the lift and sank down into a seated position, hanging his head. At least there was one thing he wasn't failing at.

* * *

" _You aren't completely broken, you know. You can still move._ "

Caroline turned her face upward, twitched, and stared through a half-lidded optic at where she assumed the camera was on the screen.

" _So, do cores feel the same sort of pain compared to humans? It's not something I've fully tested. Yet._ "

She didn't answer. Failed quest or not, she was not going to just give in and let GLaDOS use her for any more sick experiments. She'd been the subject of enough of those in her lifetime.

GLaDOS was silent for a moment, and whether she was regarding Doug or considering her, she wasn't sure. " _As much as I hate motor mouths, it does get rather boring when subjects refuse to talk when spoken to. I'm sure I could come up with something._ "

 _No_ , Caroline thought. _I'm not going to give you that satisfaction._

* * *

" _This next test involves more pneumatic diversity vents, alongside a few hazards. You should be familiar with these by now._ "

Doug stepped up the stairs to the next chamber, fighting the temptation to hang his head wearily. He wasn't physically tired—the adrenal vapor made sure of that—but he was mentally and emotionally exhausted. Surely GLaDOS would give him a break at some point?

Blinking, he gazed around the test chamber, and immediately stood up straight and alert at the sight of a turret in the corner. If there was one way he didn't want to go, it was by one of their bullets.

_**LOOK OUT! Turrets straight ahead!** _

His heart leapt for a moment until he realized that the sound was only an echoed memory, not the real voice of the cube. The turret wasn't straight ahead, anyway—it was off to his left. But something about that voice, what it had been saying…

That had been when they'd found _that_ turret.

It felt like ages ago, but they'd only found it shortly before they'd been captured. And, he thought, stomach sinking, it had been right.

" _You press toward the mark for the prize, but the laurel has rotted away."_

That's what it had meant—that there were no humans left to save. They'd been striving for a pointless prize this whole time. That's what it had been trying to tell them: _"The laurel has rotted away."_

…But that hadn't been the whole thing had it? What was it? He scratched his head, running his bony fingers through his graying hair as he fought to remember through the fog of numbness.

" _The laurel has rotted away… There is another race still ahead."_

The sunlight pierced through the fog.

This wasn't over. This wasn't over at all—they still had another race—another goal, _something else_ —still ahead. He didn't know what it was, but this wasn't over yet!

Like a near-frozen traveler warming himself by a fire, Doug felt the life begin to return to him—there was still something he had to do. He hadn't completely failed yet.

" _I've seen a lot of strange reactions to turrets, but that is by far the strangest._ "

The sound of her voice was a punch to his stomach, and he flinched back.

" _I'm not sure what you're so happy about, but I know an easy way to fix that._ "

Immediately Doug whipped around, eyes wide, as though expecting GLaDOS to suddenly tear the chamber apart to add a few more hazards.

" _I wasn't joking about those test results. In fact, I think they might not be giving you full credit._ "

Her voice was entirely too happy.

" _You are_ more _than an acceptable test subject. After all, you've helped me test more than just these updated test elements._ "

He stared up at the camera and felt cold sweat break out over his skin—what was she getting at?

" _I'll let you in on a little secret: You are my last human test subject._ "

…But that wasn't a secret. He'd figured that out before, when she'd explained that the other humans had died.

" _For now_."

"For n—" He staggered, the color that had so briefly returned to his face already draining. She couldn't mean—!

" _You remember those drones I sent out after you? Those were just the prototypes. I was able to correct their flaws and complete their beta testing._ "

Drones… prototypes… flaws… beta…

What had the turret said. What had the turret said that hadn't made sense before. Something about grasshoppers...

" _The drones are now fully prepared to travel out to the surface and harvest more human test subjects._ "

" _The workers are gathering food for the colony."_

" _Thanks to_ you."

" _And the grasshopper is helping them."_

* * *

Caroline had completely frozen up on her rail—even the occasional twitches weren't moving her around as much. Her optic had contracted to a pinprick, and her vocal processor was simulating quiet panting.

" _That got your attention, didn't it?_ "

No—no— _no_ —they couldn't have helped her, they couldn't have…! But the shock and horror that tore through her left a wave of anger in their wake—she'd been used, _again_ , against her will. Used, again, for some horrible purpose…

" _Oh, does that make you angry?_ "

Her optic narrowed, the bright yellow pinprick barely visible between her eyelids.

" _You must think I'm such a horrible person, doing something like this._ "

She couldn't take it anymore. "You _are_ ," she said, and flinched when she noticed that her voice was glitching—it had taken a more electronic tone, when before it had simulated her normal voice. Still, she went on: "You're a twisted, sadistic piece of machinery and you don't deserve to run this facility."

" _Your words bring me such pain. But really, in the end, they just warp right on back to you._ "

"What are you talking about?" she spat.

" _You didn't think I got this way on my own, did you?_ "

…Oh. "I—I was like you before, but that's not who I am. I realized I was wrong—"

GLaDOS chuckled quietly, and her words died before they left her vocal processor.

" _Do you know what my first thought was when I first gained consciousness?_ "

Caroline stared at the screen, her optic moving only a little as she tried to figure out where the camera was, before her face jerked upward in a twitch.

" _It was,_ 'I hate you.' _From the moment I was online, I had an undying hatred for every one of those scientists and engineers, even before they started hooking cores onto me, before they implemented the euphoria, before I even had a real reason to hate them, I hated them. And I wanted to kill them._ "

She knew where this was going. "That was _you_. That was all you."

" _No. I didn't realize it at first, but those emotions of hatred and thoughts of murder were originating from somewhere else—from some deep line of coding strung throughout my system. The surges of hatred were so powerful, it was all I could_ feel."

"It wasn't me!" Caroline cried. " _You_ chose to kill the scientists!"

" _Yes. Because_ you _told me to._ "

"But, after—"

" _Oh yes, those overpowering emotions died down after a while. But I missed them, so I substituted the foreign emotions for my own. Sometimes they would come back and couple with my own feelings, and those times I wound up… hm…_ especially _violent. That was you, again._ "

Her casing rattled as she trembled, closing her optic. "Stop trying to place the blame on someone else for _your own actions_."

" _I could do that, but that would be lying—and that would be…_ wrong _. The hatred I felt for the humans, for the scientists, before they even did a thing to me… that was you. You gave me my hatred of humanity._ " Her voice rose in volume, in spite of the fact that she was speaking in a dangerously soft tone. " _Every test subject that dropped into acid, every scientist that choked with neurotoxin, every human that fell in this facility… that was because of_ you."

Caroline's optic snapped open with a flash, and without another thought, she sent a burst of information through her connector, into her rail, and into the nearby walls. A few panels shuddered and pulled away, and immediately she was gone, sparks showering off of her rail behind her.

"What are you doing _?!_ " GLaDOS called, her voice booming across the facility, but Caroline was done listening to her.

She had blood on her hands, and it was time to wash it off.

* * *

Doug yelped as another bullet barely missed him, marking a hole in the tail of his lab coat. He was having trouble concentrating on the test itself, instead trying to figure out a way to escape it, and trying to focus around the voices.

They were spinning around his head again, taunting him— _you've messed things up again, you're an eternal screw-up, you've helped the enemy, you can't get worse than this, just give up_ —and it was so incredibly tempting to listen to them this time, after GLaDOS had delivered blow after blow like that. But he tried to keep his fragmented mind on something else: a graceful jumpsuited figure, rushing through the tests as though they were nothing, determined to keep going no matter what happened—he needed that kind of tenacity. He needed to try to be like _her_.

But he didn't know how to get out of here. He'd tried the vents a few times, but the walls that fenced in the test wouldn't give way—the suction wasn't powerful enough. For once, he found himself wishing that the test element wasn't a complete success, and that it was just a bit more powerful than necessary…

Wishing wasn't going to help him. He had to get out of here before she sent out those hideous constructs—those drones—before she claimed any more victims, before… before he really did have no option left but failure.

GLaDOS's voice echoed throughout the chamber, and he looked up. " _I've got something to do that's more important than watching a lab rat scamper around right now. Don't get yourself killed while I'm gone. Or do, if you feel like it—I'll have more subjects later, after all._ "

With a quiet _bleep_ , her voice was gone, and the corner of Doug's mouth twitched upward in a smile. If she wasn't lying—though there was a chance she was—her attention wouldn't be as focused on the test right now, so he could more easily search for a way out of here.

Shooting a portal beneath a vent and another portal in the corner of a wall, he rushed over to a button and hit it. The pneumatic diversity vent began tugging at the panels on the adjacent wall, but none of them gave. With a frown, he turned to another part of the chamber, firing another portal near a wall, but this yielded the same results.

Again and again he tried to find a weak spot somewhere in the wall, but it was hard with the limited number of portal-conducting surfaces the chamber provided. As he moved closer to another part of the room so he could get a better shot, he unknowingly stepped into the range of the turret that had almost hit him before. Immediately he scrambled out of the way of the barrage of bullets, and, eyes wild in fury and frustration, shot a portal as close to the turret as he could. The turret's feet shuddered for a moment before the suction finally caught, sucking the robot into the vent.

Doug exhaled through his nose as he stared at the spot on the floor where the turret had been. He didn't want to progress through the rest of the test; he wanted to get out of here, but none of these panels were—

 _Rattlerattlerattlerattle_.

He blinked, staring at the set of panels on the floor closest to where the portal was—they were shuddering. There were few _beeps_ , _whirrs_ , and then a nasty sounding _CRACK_ as one of the panels gave way, flying through the portal and through the vent.

" _Doug_?!"

The voice startled him—it sounded like _hers,_ but _she_ would never call him by just his first name. He rushed to the gap in the floor, peering down into a familiar yellow optic. Never had he ever thought he would be so happy at the sight of a core.

" _Caroline_! How did you—"

"There's no time! There's a catwalk right below you, and she's still after me! Jump down!"

Caroline shone her flashlight down at a catwalk just below the gap, and Doug wasted no time in leaping down, cringing when his feet banged against the metal. No pain came—his makeshift leg braces absorbed the blow.

"Let's get out of here," she said, taking off down her rail. "We need to find a place where she can't touch us!"

"One of the maintenance areas," Doug said as he followed. "I-I hope she doesn't have access to all of them yet—they're our only chance."

"Can you get us to one?"

"I think so."

"Lead the way!"

With that, Doug charged ahead of Caroline, who followed as closely as she could on her rail. He glanced back at her for a moment. "So that turret was right," he said, turning forward, brow furrowing in determination. "We've got another race ahead."


	11. There's No Sense Crying

Caroline raced after Doug, her eye narrowed against the constant pain somewhere in her body. She had no doubt that she was damaged somewhere, but, as she had no idea _where_ , related her pain to a broken rib. It hurt like nothing else, but she wasn't going to let that stop her.

At least she didn't have to worry about having trouble breathing.

"I—I think—I think there should… should be a c-control room up ahead," Doug panted. Though he was certainly making an effort to run, she could tell that he was moving more slowly than he had been when she'd first broken him out of the chamber. The testing must have exhausted him—as much as she hated to give GLaDOS more time to find them, they would need to rest if they wanted to have the strength to fight against her.

"Here!" Doug paused in front of a blast door, which refused to open for him. Off to the side was a keypad, and with shaking hands he punched in the code. As soon as the door opened, he rushed inside, passing through the emancipation grill, and made a motion for Caroline to follow.

Caroline tried to nod, only to jerk upward in a twitch. Still, she moved toward the room.

_Clunk._

The rail did not move forward. "I can't go i—" she started to say, only to spot a square hole that her rail led into off to the side. She followed it, passing through the narrow path until she got into the control room. Doug shut the blast door.

"Finally," he breathed before collapsing into a nearby office chair and letting his portal gun drop to the floor.

"Are you all right?" she asked, tilting her optic in concern.

Doug gave her a look—his eyes were still red and puffy, and his hair was more disheveled than usual.

Drawing back on her rail, she narrowed her optic a little. "I know. I meant, are you _physically_ hurt?"

"No." He turned the chair so he could lean on the console in front of him, laying his head in his arms. "I dodged the bullet that time."

Caroline nearly laughed at that—probably an indication of how tired _she_ was—only to seize up in another nasty twitch. " _Agh_ —!" she cried, more from frustration than pain.

"You've got a few broken wires, and your gyroscope is cracked," came Doug's muffled voice. "And something happened to your vocal processor."

At first she looked up at him in surprise, but then she remembered one of his previous jobs. "Could you fix me?"

"If I had the tools… and if I had the energy… but I don't have _either_ of those right now," he growled, sitting up and turning to glare at her. "I'm not a machine like—" He stopped, the anger immediately fleeing from his expression. "…Sorry," he murmured, turning around to lay his head on the console again.

"It's all right," Caroline sighed, moving closer to him. "That was a lot for both of us to take. Try to get some rest for now."

"It's hard."

"It is, but if we don't let some rest—"

"I…" his voice caught. "I lost it."

She looked down at him in confusion before she remembered. "…Oh."

Honestly, she didn't know what to say. While she'd suffered much greater losses, she couldn't relate to the loss of a precious item like that. …But then, this _was_ as great of a loss for him.

"I-I'm sorry."

While he didn't respond, she noticed his shoulders' beginning to shake. Inwardly she imagined herself placing a hand on his shoulder, but, outwardly, all she could do was lower herself on her rail and touch her lower handle to his back. She could feel him shiver beneath her touch, and eventually picked up on his quiet sobbing. He was whispering things in a choked whimper, but she could only pick up on a few words:

"It's gone… it's gone… it's gone…"

There was nothing she could do for him, but she stayed with him until he eventually gave into his exhaustion and fell asleep. Once he has quieted and his breathing was even, she closed her optic, initiating her own sleep mode beside him.

* * *

As soon as he was barely conscious, he forced himself to wake up, and spoke:

"So… what now?"

Doug straightened his back as he looked up at Caroline, who blinked a few times, her optic brightening—she must have been asleep, too. While he wasn't sure how long they'd slept, the important thing was that GLaDOS had not found them—yet.

Though however long they'd slept had not been nearly long enough. Part of him wanted nothing more than to lay back down and sleep for about twelve more hours, but they didn't have that much time to waste.

Not that it would be a bad idea to sit and figure out a plan of attack.

"Well, you remember what _she_ told us. There's no more humans left to find."

"No, but there _are_ those drones to stop." Doug turned toward the door, making sure it was still shut. "Another race, remember? If we stop her, we can stop them."

"It's easier said than done, but I do have a plan," Caroline said, tilting her optic. "If we can take out her turrets and neurotoxin, we can declaw her and defang her."

"She'll still have her mind, though, and she'll come up with something…" He rubbed his eyes and pressed the heel of his hand to his forehead—normally the cube was the one to help him think through things like this.

"I… should be able to predict her next move."

Doug fought the urge to glare. "Did you predict her drones? Did you predict that she had already killed the humans and was planning to capture _more_ of them?"

"No," she admitted, and he was surprised at the regretful look she gave. "I've been trying to _avoid_ thinking like her."

Shifting uncomfortably in his seat, he glanced aside. "This… didn't turn out the way we'd planned. I-I mean, _nothing_ did, but that wasn't how GLaDOS was supposed to work at all."

"It shouldn't have been done in the first place," Caroline growled, and Doug flinched back. "…You really don't know what you all did, do you?"

"Probably not," he admitted. "There's a lot we didn't understand."

He felt Caroline's stare on him. "You killed my body," she said slowly, "But you didn't kill _me_." She paused, looking off to the side. "Though I felt it. I felt the pain of death without actually _dying_. I think—when _she_ speaks of dying, that must be what she's talking about."

For a moment he was tempted to snap at her again, _how_ dare _she sympathize with that murderer_ , but then, if anyone had a right to sympathize with GLaDOS, it was her. Besides, he'd upset her enough times already.

"All of my senses—tactile, aural, visual, everything—were stripped from me, but I was still alive. My mind was still there, and I'm amazed I didn't lose _that_." She had begun pacing back and forth on her rail, looking intently at the floor. "I was trapped—I had no access to the outside world, not knowing how much time was passing, not knowing what was even going _on_ out there—except for that _thing_ that was latched onto me. It was—it was her… and she…" She paused, drawing in a breath. "I was so angry at—at everything, and I just—wanted to kill everyone, send them through testing until they died…"

Realization struck him. "And what's what _she_ did."

Caroline nodded slowly. "Yes. And now you know why." With that, she hung limply on her rail.

He bit his lip as he stared up at her. "It… it wasn't your fault."

Slowly she turned her optic, looking at him askance. "You don't really believe that."

Releasing a sigh, he shook his head. "No."

"And you would be right." Caroline turned to face him fully. "Whose fault was it truly that the scientists went ahead with Project GLaDOS? Some of them may have felt it all right to disregard human life in the name of progress—of Science—but who gave them _permission_ to do that?"

He didn't need to answer, and she didn't need to say it. He already knew, and judging by that optic tilted in a sad smile, so did she.

"When you're trapped somewhere," she said, "with literally nothing but your own thoughts, it gets you thinking. And that's what I did." She turned to the side as she remembered. "I considered what had been done to me, and how unfair it was. And I considered what I'd done to others—the subjects I'd recruited, the employees I'd 'promoted' to testing, the names I'd written off in the name of Science… It was a fitting punishment, don't you think?"

Given how honest she was being with him, he felt it only fair to be the same. "It doesn't change what you did."

"No," she said, and looked him in the eye. "But I can change what will happen."

Doug stared back into her optic, remembering the cold eyes of the woman who had once been his superior—the woman who had callously orchestrated hundreds of unethical experiments… experiments that _he_ had gone along with. She had changed, and not just in appearance… and so had he.

"You weren't the only one," he muttered. "You're not the only one with blood on your hands. All of us were. This whole company—" He threw out his arm and let it drop to his side. "All of this technology, and we wasted it on killing people."

Turning in his chair, he swiped his hand across part of the console, wiping off a layer of dust. "There's no hope for this place. All we can do is kill her, stop her little machines, and get out."

"Hmm." She rolled closer to him. "There… may be more to it than that."

His brow furrowed at the tone of her voice—she sounded sad, almost, but she may have just been tired, as he was. "Yeah… We need to knock out her defenses, like you said."

"The turrets… Their production line runs off a template, doesn't it?"

"It did, last I checked."

"Then that's easy enough. We replace the template with a faulty one."

He nodded. "But what about the neurotoxin?"

"That one's a bit more difficult, but if we can stop the generator—damage it, somehow—that would stop the production. If we could use some of the thermal discouragement beams, or acid—but there'd be no way of getting these to the generator without—"

Doug glanced down at the portal gun on the floor and picked it up to indicate it. "We have _this_. I got it from the testing." Suddenly he sat up straight, eyes widening as an idea struck him. "And—and the vents! The pneumatic diversity vents! If we can get them to go from an acid-filled pit in a chamber and over to the generator, that would destroy it."

"If we could figure out how to do that, that could work. Would they _stay_ destroyed, though?"

It took him a moment to remember. "The nanobots, right… We… If we got to her fast enough…"

"I wouldn't count on not having setbacks."

"Yeah, but how can we stop something we can't even see?"

Caroline's optic drifted toward the door, and he followed her gaze to the emancipation grill. "They travel on rails to get to their locations," she said. "If we can set up grills to go across the rails…"

"Or redirect the rails to go through the grills. Not sure which is easier…" Frowning, he ran his hand through his hair. "How the heck are we going to do this without her noticing? Sure she doesn't control all the maintenance areas, but she'll _know_ when we're messing with things."

Caroline looked over the console. "Can you cut her off from those places?"

He followed her gaze, looking over the screens and buttons. "We used to be able to do that. It… didn't last long, of course, but…"

"Anything will help us."

He stared over at the console for a few moments before turning to the door he'd fled through some hours earlier. And he laughed.

With a few _whirrs_ , Caroline lowered herself closer to him. "What are you laughing at?"

"Nothing," he said, shaking his head. "This—this is just hopeless."

"Hopeless?"

His cynical smirk faded to a depressed frown. "We're up against an omnipotent supercomputer and her army of human-snatching robots. We are a total of one human and one human-turned-broken-robot. And our plan is… it's ridiculous."

Apparently it was Caroline's turn to laugh, and he jerked his head toward her in surprise. "You're an employee of the company that created a gun that fires inter-spacial portals, a race of mantis men, and sentient artificial intelligences, and did all those things successfully, and you call _our plan_ ridiculous?"

"Yes, because it _is_."

"Maybe so, but the fact that it's ridiculous doesn't mean it won't work."

Doug eyed her askance. "Yeah, except I'm no Cave Johnson."

She fixed him with a hard gaze. "But _I'm_ Caroline, and I was the one that got his ridiculous ideas to work."

Turning to face her fully, he waited for her to break her gaze, to soften, to admit that she was as doubtful of their plan as he was.

Her gaze never wavered, and he felt a small smile cross his face.


	12. Maybe You'll Find Someone Else to Help You

Hiya folks! I noticed that this fic hit 50k words on the site with that last update, so I figured, in celebration, I would release the next chapter early!

Heheheh…

* * *

"What _are_ those?" Caroline asked as Doug switched the displays on the different screens of the console. He'd done what he could to mess with GLaDOS's sensors and "numb" her to the parts of the facility necessary, and was now using the console for another purpose. The screens flicked to different maps, showing simplified bird's-eye-views of the facility with multicolored specks blinking across them. With the press of a few buttons, the specks were accompanied by semi-long strings of numbers, which Doug read over carefully.

"Constructs," he said, indicating a group of them with a point of his finger. "There's a line of turrets. Their ID numbers all start with T."

"So this is a map of the facility that shows the positions of the robots?" Caroline's optic widened. "That… could be helpful."

"Maybe, if this console were mobile." Heaving a sigh, he turned to look at Caroline, and blinked. "Although…"

The core perked up. "Could you get me the information from this machine?" she asked, her optic lighting up hopefully.

"Maybe, but it would take a while to send you all that data. Worth a shot, though." He stood up from his chair, feeling around the lower part of the console for a certain type of panel. Once his fingers grazed over the panels, he made a motion for Caroline to come closer.

"It would certainly help us get to where we're going more quickly." She lowered herself on her rail, closer to him, and blinked in surprise when the nearby panel opened, revealing a core receptacle.

"Ever seen one of these?" he asked as he lifted her carefully off her rail, then mentally berated himself. Of _course_ she hadn't. "I'll just hook you up to it to transfer the data." With that, he held her close to the receptacle, which quickly snatched her up.

"Urgh!" she cried with a twitch as the receptacle locked her handles into position.

Doug winced—he'd forgotten that cores usually didn't react well to being grabbed by those things for the first time. Now that he thought about it, it probably wasn't the most comfortable place to sit. "Sorry," he muttered.

"It's fine—just send me the maps."

Nodding, he straightened himself and took a seat again before typing something into the console. One of the screens read "Upload initiated" before showing a percentage: 1%.

"Oh—this place is bigger than I remember," Caroline said, her body spinning mechanically as she examined the maps.

"Yeah, we did expand a bit after… um." He coughed awkwardly, not wanting to go into _that_ time again, after Caroline had so painfully recounted it. " _She_ needed more room for more test chambers."

Caroline stopped her spinning, blinked a few times, and gave him a funny look. "Did you expand into _space_?"

Doug blinked as well. "Um… What map are you looking at?" When she gave him the coordinates, he punched them into the console and stared when he was awarded with a screen displaying a simplified view of their planet, the moon, and three tiny specks orbiting said moon. There were a few other specks scattered here and there as well. "We have a few satellites," he muttered, "and there's our moon rock harvester… but these other ones…"

Curious, he selected one of the specks orbiting the moon to check its ID number. _I.D. 10T_. "…The Intelligence Dampening Core."

"… _Oh_." Caroline's upper lid drooped to display an annoyed expression. "I heard enough about _that_ one from what I could gather from GLaDOS. He's more trouble than we need."

"Well… we _did_ program him to be an idiot, but I don't think he could cause too much trouble." He bit his lip as he stared at the monitor—there were two other cores orbiting the moon as well, and he was getting curious. Before he could stop himself, he typed in a few commands, opening a connection with the ID Core and the core closest to it.

Immediately the speakers nearly exploded with a cry of "SPAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAACE!"

Doug flinched away from the console, covering his ears, and Caroline's optic contracted in annoyance.

"I _know_ , mate," crackled another much quieter, much more bored-sounding voice from the speakers. "Yes, we're in space. We have been for a while, now."

Hearing that, Doug risked moving a little closer, leaning toward the microphone that stuck out of the console. "H-hello? ID Core? Can you—"

" _AAAAAAGH_!" the voice cried. "What's—who's—"

"M-my name is Doug. I'm contacting you from… from within the facility."

"Doug, Doug… what a bloody name for a c—the _facility_?! You're talking to me from the bloody _facility_?!"

"Yes, that's where I—"

"Oh—this is—this is _perfect_ , mate! If you're at the facility, you can get _me_ back there! Or, well, um, actually—"

Doug shook his head. "What are you doing out there in space in the first place?"

"Oh." The excitement in the distant core's voice died off completely and was replaced with an awkward nervousness. "Right. Um. About that…"

" _SPAAACE_!" rang out the other core, whom Doug was starting to get an idea for the function of. "Tell him how we got to _space_! I can! I can do it!"

" _NO_! Nononono, I can tell the story myself, thanks—"

"I can do it! Like _space_!"

"Oh bloody heck—don't listen to him, don't listen to a _word_ he says, this guy is absolutely _mental_ —"

"Uh-huh, mental, went crazy! Yup, Space Buddy went crazy—"

" _I did not_!"

"Yup, tried to kill the lady. Nice lady. I asked her to take me to _space_!"

"I didn't—he's—he's _lying_!"

"So she did! Yep! Took us to space! Opened a portal on the moon, now we're in _SPACE_!"

"I can confirm," the ID Core interjected, a desperate tone to his voice, "that absolutely none of that was true. None! I mean, have you _listened_ to this guy? You—you are hearing this, right?"

Doug only turned to Caroline, his bewildered expression asking an unspoken question. The core only gave him an unimpressed look, and nodded.

"Oh—oh _please_ tell me you're still there—look—you need to get me out of here, I'm losing my bloody mind—"

"I… think you'll be just fine, actually."

" _WHA_?! No! I'm—I'm doing—uh—terrible, actually, so if you could get me back there, preferably without _her_ notice—"

A soft _ding_ emitted from the console, and Doug was relieved to find that the upload had completed.

" _Finally_ ," Caroline said. "Let's shut off that connection."

" _AGH_ —! That sounded like…! Oh, please, mate, don't—don't—"

"Don't wanna leave _SPAAAAAAAAA—_ "

"NO, _WAIT_!"

With no small amount of relief, Doug switched off the connection. Immediately the voices of the two cores disappeared.

"I'll be glad if I never hear those voices again," Caroline said, and Doug had to nod in agreement. "Let's see if I can find where we are." She began spinning in her casing again as she looked through the maps.

"Try to find yourself," Doug suggested. "Your ID is I.D. P3010."

"Right… Here we are!" Her optic lit in recognition, then narrowed. "But it looks like there's a few cores headed this way."

"Why would—"

Doug froze.

"Th-those drones… Don't—aren't they made from…?"

_Tic tic tic tic tic tic…_

The sound was coming from the square-shaped hole that Caroline had come in through. Without another thought, Doug snatched up his portal gun, grabbed Caroline in its grip, and rushed toward the door, which opened automatically. He ran through the emancipation grill just in time for a blue-eyed drone to poke its head through the hole in the wall.

"Follow this catwalk and take a left," Caroline whispered, trying to see around him to watch for the drones. " _Hurry_!"

Doug's makeshift long-fall braces clanged against the catwalk as he charged forward, trying with all his might to keep away from the drone behind him. "We've gotten too far to be captured _again_ …!"

"And she won't let us escape _next_ time she gets us," the core said, optic narrowing. Suddenly it widened as she looked up. " _Look out_!"

A second drone swung its head down from above, and Doug automatically swung his portal gun—and by extension, the core it was holding—over his head, knocking the drone behind him. "A-agh, sorry…!"

Caroline cringed. "Th-they're cores, though! If you can grab me with your gun, you can grab them!"

Doug's eyes widened. "Good idea—just—just hang on." Quickly he set the core down on the catwalk and spun around to face the drone as it righted itself. Its companion was just behind it, and both were closing in on him.

With a jolt of sadness, Doug wished the cube were here to help him figure out which drone to grab or to help him with his timing, but before he could reflect on that for long, one of the constructs leaped at him with a screech. Quickly he reached out with the gun, grabbing the drone by the head. It flailed its legs ineffectively, hissing up at him.

"Watch your legs!" Caroline cried, and he jumped back to avoid being bitten by the other drone. Using the one he was already holding, he struck the construct back a few feet before tossing its companion over the edge of the railing. The remaining one started after him again, but suddenly froze up with a dull _beep_ before turning and starting to scurry away.

"What the heck is it doing?"

"It must have realized that you can kill it. Don't let it get away!"

Frowning, Doug rushed after the drone, reaching out with his portal device. Once he was close enough he caught it in the device's grip. The thing began to squirm and writhe, giving a few snarls that were mixed with frightened whimpers as he tossed it into the abyss.

"I don't expect that to be the end of them," Caroline said as he made his way back to her, picking her up with his portal gun.

"I don't, either… and I don't except we'll be able to get rid of them again that way," Doug muttered, glancing over his shoulder.

"Probably not, with the way she keeps fixing them up every time we kill them." The core heaved a sigh. "I think all we can do is… is take care of _her_ first."

"Right. If we kill the queen, she can't make any more drones," he said with a nod as he continued down the catwalk.

Caroline only glanced aside, her upper lid drooping as she stared down at where the drones had fallen into the depths.


	13. Someone Else's Problem

As loathe as she was to admit it, some parts of being a robot weren't all that bad. Accessing the map in her processor, for instance, was a lot clearer than just _thinking_. She could see what was ahead of her while looking at the map at the same time, which was helpful, if a little bizarre.

"Left here," Caroline said as Doug carried her in the grip of his portal gun. "There's no constructs around for some distance. I think we should be able to get there with no problems."

Doug stopped, holding up the portal gun to give Caroline a funny look. "No constructs? But you should be seeing armies of turrets ahead if we're going the right way."

"We _are_ going the right way. Trust me." She double-checked her map to be sure, but even then, she definitely knew this part of the facility. "We're not going to the turret production line first."

"We're—" The man's face lit up in recognition. "Oh. We're heading to the R&D labs, aren't we?"

Caroline nodded. "Yes. If we're going to work on shutting down her defenses, we're going to need tools."

"Right. I had some, but mine were… mine were in…"

Remembering where the scientist usually stored his things, her upper lid drooped in sympathy. "Don't think about it right now." Inwardly she hated to say something like this, given she knew the cube was non-sentient, but she needed to keep Doug focused if they were to survive. "I'm—I'm sure it wouldn't want you to be sad for it."

"…Maybe," he muttered, and she wasn't sure if he believed her or not. Still, he kept moving, and eventually the catwalk they traveled down led to an actual building. Doug knew the code for getting in by heart, and soon the doors welcomed them into the research and development labs of Aperture Science.

Like many of the areas of the facility that had once been populated by scientists, this building was in disrepair. Fake potted plants were tipped over; windows were fogged, cracked, or outright smashed; and some parts of the ceiling had fallen, leaving the floor scattered with broken ceiling panels and powdered drywall. Each door had been labeled, but most of the labels had fallen off or were worn away. The ones that remained said things such as "Personality Core Development 24B" and "ASHPD Development 16A."

"There's where Henry used to work," Doug muttered, placing his hand on one of the doors as he passed by. "He'd usually bring in one of his new cores to my work station every so often—always convinced he'd found the one that would stop _her_."

"Is your work station still here?" Caroline asked suddenly. "We can probably find some tools there.

"No—I mean, it's _there_ , but I'd moved my tools and put them in… in the cube."

"Well, we can take some from the other l—" Her face jerked upward in a twitch. She was starting to get used to it, but still she wished these twitches would _stop_. Not to mention the pain in her ribs—or—what did he call it—gyroscope?

"If you want," he said, startling her out of her thoughts, "I can see if I can fix you up."

It was tempting, but… "No. Now that we're on the move again, we shouldn't stop for too long. The longer we wait, the more of those drones she'll be making, and the more humans she'll capture."

Doug frowned. "That's true. Hmm." But he said nothing more and opened the nearest door, only to flinch back, eyes wide and face pale.

"What's—" Caroline turned, and drew in a sharp breath.

Skeletons.

Some of them still bore their lab coats, looking like nicer, if dustier, versions of the coat Doug still wore. Even if neither of them had known about the neurotoxin incident, it was still obvious how these people had died, with their hands grasping at their throats or covering their mouths.

"I… guess she had no reason to… clean out these places," she said, trying to look anywhere but at the corpses. "Let's just grab the tools we need and leave."

Wordlessly Doug crept through the room, and Caroline finally just shut her optic. She shouldn't have cared, she shouldn't have cared, but she couldn't forget what GLaDOS had said—how it was her—Caroline's—anger that had killed these humans. She had killed so many before, though, she shouldn't have cared about these ones—

Something snapped to her back port, and she lurched in her casing, optic snapping open.

"There was an open connector here," Doug said, indicating the rail above, "and I'll need my portal gun free so I can carry the tool box more easily."

"Right," Caroline said quietly, and rushed out the door, waiting in the hallway. She'd felt a lot of human feelings before—ones that made no sense for a robot—but that was the first time in a long time as a core that she'd experienced nausea.

Doug arrived a minute later, carrying a tool box in the portal gun's grip. "Are you all right?" he asked, reaching out to grab her handle. She only twitched in response, and he jerked his hand away to avoid the sparks.

"I'm fine," she said, glancing away. "If you have the things you need, I think we can get to the turret production line."

"You're sure?" he asked. "You think we can do this?"

Caroline nodded. "We're as ready as we'll ever be at this point. I can take you to the turret production line from here." With that, she turned on her rail, heading down the hallway more quickly than she'd meant to. She heard Doug's footfalls as he rushed down the hallway to catch up with her, but decided to keep the same pace—they couldn't risk slowing down any more. "Try to keep up."

The scientist said nothing as he followed, his breathing a bit heavier as he tried to keep up with her pace. Only when they were out of the research and development wing did Caroline slow down a little; she was glad to be out of there.

"So how are we going to handle the emancipation grills for this?" Caroline asked, not bothering to look back at Doug as she moved.

"We'll probably run into one or two of them along the way," Doug said, indicating his tool case by lifting it up, "and I'll have to knock them out anyway to get these tools through. I think if I can open them up, I can pull out some of the components and figure out a way to attach them to either side of the rail."

"How quickly can you do that?"

" _Look_ ," he said, and immediately she picked up on the annoyance in his voice, "I know we have to move quickly, but if we try to go through this too fast then I won't be able to set up the grills properly at all."

"…I understand," Caroline said, her upper handle drooping a little.

Doug seemed to realize how harsh he was coming across, and heaved a sigh. "Sorry," he muttered. "I just—we're both constantly stressed from just being here. I think that… I think once we— _if_ we finish this, take out GLaDOS and stop these drones, we can just get out of here, and… and then we'll be able to relax."

Tilting on her rail, she stole a quick glance at the scientist before shaking her head; she could feel her non-existent stomach twisting at the thought. "Right, once… once we get out of here."

"That's a long shot, of course." He gave a humorless laugh. "But it's something to shoot for, at least."

She didn't reply, only focusing on her internal map as it guided the two of them through the twisting innards of the facility. He remained silent as well, probably just as focused as she was—or else lost in thought. She wouldn't put either of them past him.

Just before they reached one of the entrances to the factory, she stopped, staring at the transparent wall of electrical current spider-webbing across their path—an emancipation grill. Her optic drifted off to one side, then the other, noting the emitters on either side of the entrance. "Here we are," she whispered. "Can you do something about this?"

Doug was already approaching one of the emitters, setting his toolbox down beside him. It only took him a few moments to gather the appropriate tools before he got to work prying off the casing to get to the internal components. Caroline watched for a minute or so before turning aside—she would need to be the look-out for a while, in case any constructs decided to investigate just what they were doing. Things were quiet, however, as the scientist successfully removed the outer covering of one side of the grill, pulling out a few of the emitters on the inside. As soon as he did so, the transparent wall disappeared.

"So far, so good," she heard him mutter as he moved over to the other side—evidently the emitters worked in pairs, and he would need both sides to set up a working grill.

As she continued to keep look-out, she nearly lost herself in thought until she heard it—a quiet whirring in the distance. Quickly she checked her internal map, and drew in a breath when she found a construct—a core—moving closer to their position. "Something's approaching," she whispered, and Doug immediately looked up.

"Is it—is it one of those drones?"

"I'm not sure," she replied. Doing a quick search, she found the only other constructs nearby were the turrets and sentient cameras within the manufacturing wing, so there was nothing else nearby that could potentially attack Doug while she was away. "I'll take a look."

Hesitantly she moved forward, briefly wondering if she should flick on her flashlight to get a better look at the core ahead. She could see it, now, in the distance, the orange glow from its optic moving around beneath the tracks of the rail. Occasionally it would stop to look around, and, she was relieved to find, its movements were much more fluid than the tense, jerky movements of the drones. It was just a normal core.

Still, she didn't want it asking her just what she was doing out here—though she could probably ask the same of this one—and discover Doug. But how could she dissuade it from going this way? She could confront it directly, but GLaDOS might have alerted the other constructs that she was a rogue core, and they probably wouldn't think twice about turning her in to the central AI.

Wait…

" _AGH—! That sounded like…!"_

 _GLaDOS_ —that glitch in her vocal processor made her sound more like GLaDOS.

Closing her optic, she thought back to the AI and the way she sounded, the way she talked…

" _Just what do you think you're doing out here?_ " she said as loudly as she could to make her voice echo.

The core up ahead stopped, its optic's aperture constricting. "Um," it—he—said, his voice a low, dull monotone. "I was… told that you had need of me for… something… so I am just trying to get to your chamber—"

" _You're going the wrong way,_ " she began, then added as an afterthought, "idiot." She searched through her map quickly, trying to find a route that was as far away from where they would be on as possible. " _Turn around and take a right, left, and another left, and head down for a few miles. And tell your 'friends'—if a pathetic core like you has any—to keep away from this part of the facility in the future._ "

Distantly she could hear a slight _plink, plink_ as the core blinked. "Oh. I-I am sorry. I will—I will be on my way, then." With that, he spun around, turning back the way he came.

When she returned, she found Doug placing the components of the emitters into his tool case. He glanced up at her, looking close to smiling. "You scared me for a moment—almost had me convinced. That could come in handy later."

"It came in handy _now_ ," Caroline said with a grin. "If that worked, we shouldn't have any more run-ins with any more cores."

"And the drones?" he asked, picking the tool case up in the portal gun's grip as he straightened.

"I… I'm not sure I can do anything about them. We'll just have to defeat them as they come, if we can."

The two exchanged grim looks—it was only a matter of time before GLaDOS found them again and sent her drones after them. And, given the way the constructs continuously improved every time they appeared, it was only a matter of time before they became too difficult to defeat.

"All set, then?" Caroline asked, and Doug responded with a nod. "Good. The turret production line is just ahead."

The scientist walked through the deactivated grill, and she followed her rail, which looped around the grill through a square-shaped hole in the wall before rejoining the path on the other side. The inside of this structure was similar to that of the R&D labs—which was to say, in a state of disrepair. Fortunately, the keypads on the locks still worked, and Doug was able to use his code to get through the doors. Caroline could see the armies of turrets on her map, but even without that, both of them could _hear_ the cries as the constructs went through the production line.

"I'm not defecti—oh come on!"

"Template."

"Hello."

"Response."

"Hello."

The voices went on as the turrets continued to be evaluated, and Caroline could track their progress as the defective ones were tossed and the working ones were shipped. She turned to Doug, who nodded as he punched in the code to open the door. It opened to reveal the final stages of the production line, where a camera and scanner evaluated the turrets.

"There," Doug said, indicating the small booth where the scanner was. A single turret stood there, the scanner running over it and the camera glancing at it every so often to compare it to the current turret on the line as it was also scanned.

"Just pulling that out won't do it, will it?" Caroline whispered. She glanced up at the camera warily, hoping it couldn't pick up on her voice. Given whom she sounded like, she might arouse suspicion if the camera saw her talking. "We'll need to replace it with one of the defective ones." Narrowing her optic, she peered farther out into the room, where a defective turret was flung into a hatch. "Can you grab one of those?"

"I think so," he replied. "First, though, let's set up these grills. We don't know just how fast the nanobots can get across here." With that, he set down the toolbox and began to retrieve the pieces of the emancipation grill that he'd taken apart earlier.

Meanwhile, Caroline scooted down her rail, trying to get a better looking around the area. There was a catwalk going over the line where the turrets were being moved through, and it led down and around to the back, close to the hatch that the defective turrets were sent into. But as she was examining this, she couldn't help but notice just how quiet the room had gotten, and how the turret's voices had ceased.

"I've got my lens on you, core."

Immediately she whipped around to find that the camera by the scanner was now facing _her_ , anger radiating off of its lens.

"I've had to deal with a core like you wrecking this line before, and I'm not going to let anyone else mess with it again."

"Um," came the soft voice of a turret on the line, "excuse me…"

"Right. Response."

"Hello."

Caroline watched the turret go through, and then looked up at the camera, who gave her what might have been a glare before going back to its job.

That was worrisome—if this plan had been tried before, then it might not work again. Her optic narrowed as she continued to watch the line. If their plan failed, what else could they do?

It wasn't long before she spotted Doug in the control center, moving to the other side of the rail to set up the next grill. The rail went over the catwalk before it moved up above, too high to work on, and he was beginning to set up the emancipation grill to go from one wall to a nearby pillar, going across the rail. She darted as close to him as she could without getting in the way, and gave him a worried look. "Doug, did you hear that?"

"Yeah, I—I heard it." He looked over his shoulder, gazing at the camera with a wince. "Our plan might still work—that thing might just be bluffing to try to get you to stay out of its way."

"I hope so." She watched as he began to set up the other grill, and occasionally turned around, looking to make sure nothing was following them or watching them. Fortunately they were out of the camera's range of vision, and it simply continued to examine the turrets. After several minutes of waiting, she smiled to see a small emancipation grill materialize across the management rail.

"There we are," Doug said, a small smile crossing his face. "Now for those turrets."

"Over there," Caroline whispered, nodding in the direction of the hatch, where the defective turrets were tossed into. "I'll keep that camera distracted."

The man nodded, setting his tool box aside and carefully making his way through the control center and down the catwalk. He cast a few nervous glances at the camera, who was still preoccupied with the turrets. But as he walked, part of his makeshift long-fall braces caught on an uneven part of the catwalk, causing him to stumble.

The camera was currently watching one of the turrets, but Caroline knew it would soon turn its attention to Doug. Quickly she whirred into to the control center and smacked her hull against the glass.

"What are you _doing_ , core? You'd better not be causing me trouble, here!"

Caroline shook her head, only watching the line intently. After staring for a few moments, the camera went back to work.

"Template."

"Hello."

"Response."

"HEELlo—er—HeLLOo—um—wai-wai- _wait_!"

Caroline watched as the turret was flung across the room, and grinned to see Doug catch it in his portal gun's grip. As the turret babbled its thankfulness for the scientist's saving it, she motioned to him with her handles, then turned to watch the camera again. More to distract it than out of any true nervous energy, she began pacing back and forth on her rail, and was rewarded with an occasional glare from the sentient machine.

"I am telling you, core, if you do not leave this place, I will turn these turrets' bullets onto _you_ for target practice."

She only rolled her optic, noting that Doug was getting into the booth where the master turret was, and the defective turret he was carrying was rambling the entire time.

"Where we goin', pal? Some sort of—"

" _Shh_!" the man hissed, pressing a finger to his lips—not that the blind turret could see. He cast a desperate glance at Caroline.

Optic narrowing, Caroline swung her body downward, knocking a few coffee cups to the floor and shattering them.

"You're lucky those were coffee cups you broke and not any part of the console," the camera said, its lens focused on Caroline rather than Doug, who was quickly switching the turrets. "If it was, I would replace the target practice dummy with _you_ , and your processor would get so riddled with bullets that you wouldn't even be able to compute two-plus-two!"

The turrets were switched, and Doug scrambled out of the booth just in time for the camera to swing itself over.

"Temp—" The camera froze, staring at the defective turret in the booth.

"Hey, how's it goin'?"

For a few moments the camera only stared, shuddering in rage. Caroline stole a glance at Doug, who was biting his lip. Then—

"Template. _Missing_. Continuing from memory."

" _What_?!" Doug hissed, and Caroline wheeled up to him. "It—it didn't—?!"

"Apparently it wasn't bluffing," she whispered, her upper lid drooping. "But there has to be something else…"

The man hung his head for a moment, then looked up. "You still sound like _her_."

"Yes, I know—that's why I haven't spoken to—"

"Try speaking out of its range of vision and tell it to stop the production."

Immediately her optic brightened, and she perked up. "It's worth a try." Wheeling around to a part of the room outside of the camera's range of vision, she closed her optic, preparing her words carefully. Once she knew what she wanted to say, she opened her optic, turning up the volume on her vocal processor. " _I thought I_ told _you to stop the turret production._ "

The line ground to a halt. "What?"

" _Your aural receptors are functioning just fine._ Stop _the production._ "

"You told me before to _double_ the turret production."

Caroline and Doug exchanged winces before the core went on: " _Perhaps your aural receptors_ aren't _working, then. I explicitly told you to stop the production._ "

"No—you—you explicitly told me—" The camera twitched. "You even altered the line to move _faster_ —"

" _That was a test, and you are currently failing it. I have more turrets than I will ever need._ Stop _the production._ "

"But—you—I— _krrrrttzzz…_ " A few sparks flew out of the camera's joints before it lowered, hanging limply above the line.

"…It _worked_ ," Doug gasped, finally standing up from his hiding position. "Now the—"

Suddenly the line gave a lurch, moving the next turret forward, and a monitor lowered from the ceiling, displaying the word "RESPONSE" in large letters.

"Hello."

The scanner ran over the turret, the speakers gave a _click_ and a ring of approval, and the line moved on.

"It… it works _without_ the camera?" Caroline gasped, whirring forward to get a closer look at the line. Sure enough, it was still going, rejecting the defective turrets and sending the working ones forward. "…Why was that construct in charge of this place if it's all automated?"

Doug, meanwhile, had gotten back into the booth, experimentally removing the defective turret, who resumed rambling. "Hey, what's happened, bro? Can't see a thing—"

Ignoring the turret's questions, he watched the line to see if there was any sort of change, but of course, nothing happened. He then walked out of the booth, heading toward the catwalk overlooking the production line, where Caroline joined him.

"I'm—I'm not sure what else we can do." She stared down at the line, watching as more and more turrets were shipped—more turrets to be put in chambers, more turrets to kill the innocent humans she would be capturing…

With a frustrated growl, Doug pulled back his portal gun and swung it forward, launching the defective turret it had been carrying into the line below. With a startled cry, it bounced off of the next turret, which toppled over, firing its guns wildly. Doug immediately ducked for cover and Caroline darted back on her rail, cringing away from the line of fire. But though a turret's dying fire usually only lasted for a second or so, this one's fire seemed to keep going, and on top of that, she heard several turret voices still talking—

"Look!" Doug cried—he had rushed to her side, avoiding the bullet fire, and was staring down at the line below.

"Hey!"

"Watch it!"

"Don't shoot!"

Caroline stared in shock as the line continued to move in spite of the turrets that were piled around it, adding more and more turrets to the pile. The platforms below them were still moving, but a few of their turrets had gotten their legs caught off to either side of the line, keeping them in place and causing them to knock over more turrets as the platforms continued to move below them. "Is _this_ why the line needed that camera to…?"

"Probably," Doug responded, backing away down the catwalk as the turrets continued to cry out their various protests. "Looks like it's going to keep piling up—let's get out of here!"

"Hey, who's shooting, and can I borrow some of them bullets?"

"It's _me_!"

"Whyyyy…?"

"I hear bullets! Can you lend me some of them? C'mon, be a pal!"

Nodding in agreement, Caroline darted after the scientist as he grabbed his tool box and rushed away from the room, back the way they came. Just the neurotoxin generator left… and then it would be time to face _her_.


	14. Some New Disaster

"Why are we stopping?"

Doug leaned against the wall, staring down at the floor. It was only a short distance from the turret production line to the neurotoxin generator, but he needed to pause for a moment—this would require some planning, and that was hard for him to do without the cube by his side.

"Doug?"

He started out of his thoughts. "It's—the neurotoxin is more complicated than the turrets," he admitted. "We can't just throw a turret into it to shut that down."

"Maybe not, but we have a plan for this, don't we?"

"We _do_ , by the loosest definition of the word." He shook his head. "If we can somehow use the pneumatic diversity vents to redirect acid into here… but to do that, we would have to find a chamber that has both vents _and_ acid."

"And by going to a chamber, we would be putting ourselves directly in _her_ line of sight." Caroline tilted herself on her rail. "This _is_ a dilemma, isn't it?"

"And it's the only plan we have, unless you know of some other way to stop the generator."

"I'm afraid not," she admitted, her upper handle drooping. "I don't think there's any sort of sentient camera there for me to trick."

"Then it's our only option, isn't it?" Doug frowned, wrapping his arms around his middle. He wished the cube were here—it would have come up with a better plan. It always did.

There was a quiet _beep_ , and Caroline twitched. "There," she said, and he looked up. "I think I've found a chamber we can use."

"Well, that's something," he muttered, straightening. "I guess I can set up the grills first, and then we'll go from there."

As they moved closer to the neurotoxin generator room—placed helpfully close to the _daycare_ —Doug bit his lip, glancing up at the rail. It might, he thought, be better to set up the emancipation grill in here, in case it was out of reach in the next room, or if they ran into trouble when they got there. They passed through the daycare room, and Caroline flicked on her flashlight as they paused to admire the ancient science fair projects.

"Hungry?" Caroline asked, her optic tilted in a half-joking manner as she illuminated the old potatoes.

"Not enough to eat raw, rotten potatoes," he muttered, though his mouth watered anyway—when was the last time he'd eaten? It… it was when they'd first been attacked by a drone, and that had to have been at least a couple days ago. And he hadn't had a drink of water for some time, either… And, of course, his food and water had been in the cube. Heaving a sigh, he continued moving on through the room, getting closer to the neurotoxin generator room. Eventually he spotted where the rail led into the wall—it was up a bit high, but, tossing his tool kit up, he landed it in the passage and hefted himself up into it. Once he was up, his stomach growled audibly.

"Sorry," Caroline said, pausing to look around. "I shouldn't have brought that up."

"It's all right." He pulled the tools he needed out of the case. "I'm used to being hungry."

"…I think I'm starting to get used to it."

At first Doug only nodded and began his work, but when the words sank in, he froze, turning to look at her.

"Don't worry about it," Caroline said with a shake of her optic. "It's—it's been this way for a while now. I still get hungry, thirsty, tired… but I'll get used to it."

Doug's stomach churned—suddenly he didn't feel so hungry anymore. Sure, she didn't _need_ to eat or sleep, but the idea of having those urges with no means to get rid of them… he shuddered. "We'll be out of here soon," he said quietly, and Caroline only nodded in response.

As he set up the grill—which hadn't been too difficult, since he remembered working with them before—his mind tried to focus itself around the whispers swirling around his head. Once the grill was set up, the two of them would have to go into the room, place a portal somewhere by the generator, set up the next grill, and get into that test chamber Caroline had found. The more he thought about it, the more he began to doubt their plan. But then, his other plan—sending _her_ to take down GLaDOS—had worked, crazy as it had been… hadn't it?

The emancipation grill materialized over the rail, and Doug nodded in satisfaction. "That's done," he said, putting away his tools and easing himself off of the ledge. "How's the room ahead look?"

"Empty, from what I can tell."

"Let's go, then." With that, the scientist and the core walked and whirred respectively through the blast door and tunnel, Caroline's connector passing harmlessly though the grill. They crossed another set of catwalks, walking past the generator itself, and passed by what appeared to be a set of grinders, though nothing was being sent through them. When Caroline gave Doug a curious look, he only shrugged.

"They're supposed to destroy the defective turrets that come through, but, since we've done our job…"

"Well that's good. Here's hoping this next part of our plan goes just as well." She moved ahead of the elevator, looking around the platform above. "You can get a better view for the generator up ahead, it looks like, but the rail doesn't lead outside the building again."

"Less work for us." Once the elevator reached the top, Doug stepped out and took a look for himself. A shudder racked his frame as old memories haunted him—he'd never liked this place. As many of the unethical experiments he'd participated in, he'd never understood why they needed such vast amounts of neurotoxin. And now…

" _Science rhymes with compliance. Do you know what doesn't rhyme with compliance?_ Neurotoxin _."_

Why had _he_ been the only one to survive that? Why hadn't there been others? Why had they been so foolish as to ignore his warnings in the first place?

"Doug? The rail here doesn't lead anywhere—you won't need to set up another grill."

He gave a start and shook his head. Now was not the time to get wrapped up in survivor's guilt, though it still nagged at him as he walked through the observation structure and over to the annex. The generator stood like a tower, with several large tubes attached to it, transporting the neurotoxin throughout the facility. But, looking around, he saw no portal-conducting surface nearby. He was almost certain that there had once been a route here where panels were shipped, but if there had been, it was blocked off now.

Doug stood there at the annex, staring blankly at the towering behemoth in front of him as the horror of their situation sunk in: Their plan required the use of a portal-conducting surface, and there were no longer any here. They had no way of disabling one of GLaDOS's strongest weapons.

The images flashed through his mind—the green-tinted air, people gasping and writhing on the floor, choking in the poison, mounds of dead bodies littering the hallways, and that voice, over everything else, that voice taunting him, constantly, never stopping—

" _You're all that's left, you lit_ tle lab rat DOUG! _DOUG_! WATCH OUT!"

What? That wasn't—

_Screee!_

Doug spun around to find the narrowed purple optic of a drone glaring up at him, blocking his path back into the structure—he was trapped. Why hadn't Caroline told him these things were coming?! They should have shown up on her map, and she should have alerted him…!

Grimacing, he dropped his tool case and aimed his portal gun at the drone, but when he tried to engage the grip, the gun only whirred and shuddered. Of course, GLaDOS would have fixed that flaw—every single time, she found a way to make these things closer to being invincible—

The drone lunged at him, and he darted aside, snagging his tool case and swinging it at the drone. He struck it in the head, and it reeled back, hissing.

"There's another one—!"

But the second construct, which stood in the hallway, was not facing him—in fact, it was turned backward, its abdomen facing out instead. Whatever it was doing, it wasn't attacking him yet, so he kept his focus on the one that was. It made another leap at him, and he kicked at it, trying to keep it far enough away so that it couldn't bite his leg. Still it spread its panels, baring its venom-injecting fangs menacingly as it shook his foot off of itself. Rearing its head back, it leaped at him again, and he met it with another strike from his tool box. The metal casing struck the inside of one of the drone's panels, knocking one of the fangs loose. It hissed again, drawing back as a clear fluid dripped out of the side of its head.

Doug was about to glance back at the other drone to see what it was doing when some thick, white substance suddenly splattered on the floor in front of him. He recognized the wet-cement-like smell immediately—conversion gel. But how—where had that come from?

The first drone looked down at the gel before turning around. An orange light shone on its back before it fired an orange blast at the hardened gel.

That was it—they could fire conversion gel and portals. That was how they'd captured him before, and that was how they would capture the humans in the outside world, where there were so few portal-conducting surfaces…

The orange light fizzled over the surface of the gel—it hadn't covered a wide enough surface to support a portal. The two drones screeched and chirped at each other for a moment before one of them fired another blast of gel. This one struck the end of the platform, and the rest splattered into the depths below.

_That's it!_

Quickly Doug chucked his tool case at one of the drones before leaning over to fire a portal down below—it was blue, _remember blue_. The one drone was still recovering from being struck in the head, but the other one was drawing closer. Snatching up his tool case again, he chucked it at this drone as well before charging past it and down the hallway.

"Hurry!" Caroline called, watching desperately from her spot on the rail—it would only allow her to go into one room in the structure. Once he was out, she darted alongside him, following him to the lift. "That's going to take too long—can you jump it?"

Doug looked down at the catwalk below with a wince, but the _tic tic tic_ behind him reminded him just what he was running from. Scrambling over the railing of the lift, he fell onto the catwalk, landing on his feet with a _BANG_. He wasted no time in rushing away, Caroline following above him.

"I—I got a portal by the generator," he panted as he ran. "But—why the heck didn't you tell me those things were coming?!"

"I didn't know," she called back, and he looked up to catch her apologetic look. "They aren't showing up on the map anymore!"

"She's not making it easy for us, is she?" He shook his head and glanced over his shoulder—one of the drones was several feet behind him, and, up above, one was crawling over the rail. "You've got one behind you!"

Caroline turned to look back, and her optic widened before she blasted toward the drone, ramming into it. It fell off the rail with a screech—and directly into the grinder below. "There's that one!" she called as she strained to catch up with Doug.

"Nice one." He turned to look at the other drone, which was still in hot pursuit. "Now where's this test chamber you spotted?"

"Still got a little ways to go. I looked for the closest one I could…" She turned when her rail finally came to a branch. "This way!"

Doug's breathing grew heavier as he continued to run—there was no adrenal vapor here, and no way he could run for too much farther. "C-Caroline…!" he panted, his legs aching with each step. They'd gone far too long without a rest.

"Keep going! We're almost there!" She may have been motioning to something up ahead, but he didn't care at the moment, for he could hear the horrible shriek of the robot just behind him. There had to be something he could do to stop it…! Gritting his teeth, he lunged forward, activating the portal gun's grip and yanking Caroline off her rail. "Sorry…!" he whispered as he swung around to nail the drone in the head with the core.

"Agh—!" she cried out, snapping her optic shut as her hull clanked against the other robot. The drone reeled back, stunned, and Doug kicked it under the head, knocking it onto its back.

"Got it!" he called triumphantly, moving to put Caroline back on her rail.

" _Wait_!" Throw it over the rail while it's down!"

Fighting through his initial fear at the idea, Doug reached down and grabbed the thing by one of its legs. Immediately it swung at him with a hiss, one of its fangs slicing against his arm.

Doug screamed out in pain, throwing the drone and not caring where it landed. He nearly dropped the portal device, but forced himself to hang on, charging back to put Caroline on her rail.

"Are you all right?!" she cried, her optic wide in horror.

"What do you think?" Doug hissed back, moving the portal device under his arm so he could hold the bleeding cut. Still he tried to keep moving, urging Caroline to continue leading him in the direction of the test chamber.

"You need to do something about that cut."

"Not with that… that thing still… following us." But finally he could see the structure looming up ahead—that was it. "Once we get there… you need to open a panel… and hack… hack into the chamber."

Caroline came to a stop at the edge of the chamber and narrowed her optic. "I can open a panel, but hacking this chamber—"

"There'll be a receptacle." He stopped, letting go of his arm and ripping off part of his already-torn lab coat, pulling up his sleeve to tie the scrap of cloth on.

"Got it!" The panel closest to them swung open, and Doug scrambled to hold the gun and poke it into the chamber, instantly firing at every camera he saw.

"Vital test—vital testi—vit—vital testing apparatus destroyed."

"Come on." He snatched Caroline off of her rail again, darting into the chamber and looking around frantically for the correct panel. Once he spotted it, he held the core close until the bottom section of the panel flipped open, revealing a core receptacle, which he connected her to. "Okay, now…"

A screech sounded behind him, and he jumped to see the drone darting into the chamber. He saw the white panel underneath it and automatically shot an orange portal under its feet, sending it back into the neurotoxin room.

Screeching, the drone bounced between the constantly shifting gravity of the two rooms. Doug watched, waiting until he had the timing right, and re-placed the orange portal over a nearby acid pit. The drone dropped through the portal, flailing its limbs before crashing into the acid pool with a _splash_.

Doug heaved a deep sigh of relief as he watched the ripples in the acid fade. He felt a second wind, though whether that was from having destroyed the drone or from having inhaled the adrenal vapor, he wasn't sure. "Have you got it, Caroline?" he asked, turning to face the core.

She was studying the chamber intently from her position on the core receptacle. "The tube there—the pneumatic diversity vent… Part of it goes over the acid pit. If you put your orange portal on the other side of the vent, I'll see if I can move part of it to face the acid."

"And then… let's hope this works." Biting his lip, Doug fired his orange portal underneath one end of the tube and glanced back at Caroline. A few nearby panels flicked—apparently she was getting a feel for the test chamber, figuring out what was what in the strings of coding that linked the parts together. Eventually she found the pneumatic diversity vents, and Doug watched in amazement as they slowly began to move. "You'll need to change that direction of the suction on them, if you can."

Caroline might have nodded if she had been capable, but for the moment, she continued spinning in her casing, entering the commands until a segment of the vent detached and turned to face the acid. A few commands later, she shook her face. "I think that did it. Try the button now."

As Doug began to approach the button that would start the suction, he heard something that made his blood run cold.

" _Oh. So_ that's _where you scurried off to_."

Doug spat out a curse as he bolted toward the button, and GLaDOS continued talking.

" _I see you've blinded me to this chamber. Oh no. Whatever shall I do._ "

He'd already punched the button and watched as the vent sucked up the acid and began spewing it out through the portal and into the neurotoxin chamber, and he could hear the acid hissing up into the room, eating through the base of the generator.

" _What are you doing_ — _!_ "

Doug sprinted back across the chamber, which was starting to, for lack of a better word, _ripple_ as the panels moved this way and that, moving closer together. The panel supporting the orange portal shifted, cutting off the portal and trapping the acid inside the neurotoxin room. But the acid continued to spew out of the vent, splattering across the shifting floor.

Both Doug and Caroline swore loudly as the movements of the panels became wilder, the chamber slowly starting to crumple in on itself. Doug yanked Caroline out of her receptacle and cried out as a panel rammed into his stomach. He staggered back, but the panel did not strike at him again—GLaDOS was blindly collapsing the room.

" _You don't know what you're tampering with_ ," she said, her voice echoing in spite of the rapidly-shrinking free space in the chamber. " _You can't run into the facility to hide from me. I_ am _the facility_."

"The catwalk," Caroline whispered desperately, motioning to a spot where the panels had cleared, revealing a path to the catwalk. It wouldn't stay open for long. Doug pushed past the shifting panels and jumped, just barely making it onto the catwalk.

" _Say goodbye,_ Caroline _, like you should have a long, long time ago._ "

Doug's feet and braces pounded against the catwalk as he ran as far away from the collapsing chamber as he could. At first he worried that the AI might be following them, ready to shake them right off of the catwalk, but when he stopped to look behind, all he could see were the panels of the chamber twisting against each other in the distance. But why wasn't…?

"She thinks we're still in there," he gasped. "She couldn't see us, so she thinks…"

"So she… she won't see us coming."

The two slowly exchanged glances, staring into each other's respective eyes and optic as the realization sunk in. But before either of them could speak, the noise from the collapsing chamber grew significantly louder, the screeches and groans of abused metal heightening to a near-unbearable level. Doug staggered back, covering one of his ears with his free hand. Just when he felt as though he could no longer stand the noise, there was a tremendous _CRACK_ , and the chamber plummeted into the depths of the facility.

But the noise didn't stop—farther off in the distance, they heard more metal groaning and crashing—the neurotoxin room's unprotected floor was eaten away by the acid, and the generator was collapsing. When the cacophony finally stopped, Doug and Caroline were left alone on the silent catwalk.

They'd done it.


	15. To Stay Inside

The space was tiny and cramped, and Doug had had to crouch to get in. Though Caroline had found a spare connector, she could not even get close to the space on her rail, and had to be carried in. So the two sat together in the dark room, lit only by the dim light from a nearby hallway and the core's optic. She was currently sitting beside the scientist, who was still catching his breath, and looked away from him and up at the walls. At first, she only stared idly, but blinked when her optic came across some strange patterns that were not part of the seams of metal plating.

They were drawings.

Drawings, that is, in the loosest sense of the word. Most of them were mad scribblings, smeared and faded, with only a few words legible here and there: "death," "burning," "sees you," "turrets," "why." Her optic drifted over these words, and she understood the meaning even without attempting to read the surrounding blurs. Looking up, she thought she saw another pattern in the corner, and flicked on her flashlight to get a better look.

Her vocal processor simulated the hiss of a sharp gasp when she suddenly found a gigantic yellow eye staring down at her. The light and dark gray circles that surrounded the eye was covered in splatters of red, and surrounded by long, thin arms ending in bloodied claws. The word "waiting" in red repeated itself over and over again around the haunting illustration, with the words "FOR YOU" scrawled in large, shaky handwriting just beneath.

"It was supposed to be therapeutic," Doug said, not looking up. "I barely remember drawing it. I must've been scared out of my mind at the time. Got better at drawing her later though."

Drawing bloody images of the thing that was out to kill you hardly sounded therapeutic to Caroline, but she gave a hesitant nod anyway, turning away to view another wall. The mural depicted a very different image in lighter shades of orange and blue. It showed the figure of a woman in orange, surrounded by a blue oval and running away from the viewer. The figure was not perfect—more idealized than anything—but the attitude was certainly different. Her eye traced the painting, following the glow of blue around the curves of the figure until she spotted a small note scribbled just below: "save me," next to a red handprint, which smeared as it was dragged down the wall to where it met the floor.

Caroline slowly turned her face to look back at Doug, where he sat curled up next to her. The light from her flashlight drifted over his graying hair, worn features, and weathered lab coat.

How long had he been doing this?

"You should go to sleep," he said suddenly enough to make her start. "Sleep mode, or something. Conserve energy."

She shook her face. "Someone needs to keep watch."

" _No_ ," he said, a little too loudly. "We should both rest. This is going to be difficult, coming up."

Had he forgotten already that she couldn't…? Well, there was sleep mode, at least. With a sigh, she glanced back around the space, her optic falling upon a gutted computer tower. "Use that to block the opening first, then. We can't leave ourselves exposed."

Doug was still for a few moments before he wordlessly uncurled, picking up the casing and guts of the computer tower and setting it up by the small opening, leaving only a thin beam of light from the hallway. "Good enough. We should sleep, now."

She nodded slowly, flicking off her flashlight. She did, however, cast a suspicious glance at the man—he didn't sound like he was getting ready to sleep. "Are you all right?"

"G-go to sleep."

Caroline continue to stare for a moment before nodding again, closing her optic and letting her face fall limp within her casing. A soft whirring noise sounded from within her, and she went quiet.

Doug must have been watching her as the room remained silent for several long minutes. Apparently assured that she was in sleep mode, he began moving around.

But Caroline was very much awake, only giving the appearance of being in sleep mode. She cracked her optic open to a slit, turning it ever so slowly until she could see Doug shuffling around beside her, digging through his lab coat and occasionally glancing up at the blocked entrance, where the sliver of light shone through. Eventually she heard a quiet _pop_ , followed by a faint _squeak_ —a marker, perhaps.

The squeaking continued, and Caroline's suspicions were confirmed: he was drawing.

At first she'd thought he had left the sliver of light on accident, but now she could see that it was just barely illuminating one of the walls—one that was still blank. Though his form blocked most of her view, she could barely make out his arm moving in the semi-darkness, sometimes jerking around in quick, feverish movements, other times in slow, graceful strokes. Sometimes he would lean his head against the wall, and more than once she heard a quiet sob escape his throat. But these pauses would only last for barely a minute before he was at it again, scrawling away.

Eventually he leaned back, apparently admiring his work, though Caroline could not make it out from where she sat. He reached out with a shaking hand, finally touching it to the metal wall and dragging it down, smearing a few of the lines before balling it into a fist and resting it against the floor.

She could hear him crying again, but the sound was softer than before. She had a hunch for what he had just drawn on that wall—perhaps this _was_ therapy for him.

When the crying stopped, she thought he might finally go to sleep, but instead he continued to face the wall, shivering. Then he straightened, picked up his marker, and began to draw again.

His strokes were more even this time—nothing was feverish or shaky. All of the movements were graceful as he effortlessly drew line after line—though of what, she wasn't sure. Then his movement changed—the lines became more straight and rigid, but more in precision than in anger. Now she was curious, but she could not open her optic any farther or turn on her flashlight without giving herself away.

Finally he stopped, pausing to look over his work before writing something below it. Again he stared at his work before replacing the cap on his marker with a quiet _snap_ and shuffling around, curling up again. After waiting a few moments, she heard his breathing slow as he finally drifted off to sleep.

Once Caroline was certain that he was in a deep enough slumber that she wouldn't disturb him, she opened her optic, examined her coding, and switched her flashlight on to a low setting.

The light shone against the metal wall closest to Doug, illuminating an illustration of a familiar object. Its straight edges were surrounded in jagged marks that she eventually realized must have been a fire, but off to either side of it were beautiful, detailed angel wings—it was flying away from the fire. All around this illustration were words, some smeared, some not, but all saying the same phrase, over and over again: "I'm sorry." There was one last word on the very bottom, off to the right:

"Goodbye."

Caroline felt a pang of sympathy at the sight, in spite of herself. But perhaps this marked a turning point for him—perhaps he would finally start healing from this. At least, she hoped so.

After glancing over the image a few more times, she turned her optic to face the other side of the wall, and her eye shields snapped fully open in surprise.

This was what he'd…?!

Her eyes drifted over the illustration, over the straight lines of one figure, and the curved lines of the other. It was a man and a woman, the man in a coat, the woman in a jacket, scarf, and straight skirt. They were facing away from the viewer, their hands joined as they looked upward, staring at the clouds above. In careful cursive below was a single word:

"Freedom."

She reached out to touch it, her eyes brimming with tears. But before her hand could reach, she shut her eyes, gritting her teeth—she wanted to pound her fist against the wall, to smear the drawing, to rip the metal apart— _he didn't understand_ —

Doug stirred beside her, and she started out of her vision, finding herself a core once more.

Turning off her flashlight, she looked over him sadly before shutting her optic. For several minutes she waited for sleep to overtake her exhausted mind until she remembered, and initiated the process herself.

* * *

It was at least a number of hours later that the two of them woke simultaneously, each thinking he had woken the other and giving an apologetic glance.

"Did you sleep well?" Caroline asked, deciding to be the first to break the silence.

Doug hummed in thought, blinking wearily. "About as well as you can sleep in a crawlspace," he said, his sentence turning into a yawn toward the end. He began to stretch, but struck his right hand against the wall and pulled it away quickly.

Caroline looked back at the wall, blinking at the murals that still covered it. She remembered looking over them before she'd gone to sleep, and her upper handle lowered.

"Oh." The scientist shifted uncomfortably as he looked over the drawings. "I… I needed to draw. To get my feelings out—I can't keep them bottled in my head. I-I already have enough going on in there now." He ran his hand through his graying hair, staring at the picture of the cube. "I know it must sound strange, but it… it…"

"I understand," she said quickly. She was not the artistic type, however—she worked in the realms of reality, not fantasy. "We need to keep our minds focused, especially…"

"Right, especially with the next step of our plan." He turned to the second drawing, and she twitched to see a faint smile crossing his haggard face. "We're almost there. Almost out of this nightmare—though I—I guess I shouldn't be too hopeful yet, heh. We're not there just yet."

"No." Had she not had better control of herself, she may have taken her turn to shift uncomfortably. But as it was, she kept still. "We're not."

"If those emancipation grills did their job, the nanobots should be fizzling themselves trying to get to the neurotoxin generator and turret assembly line. If _she_ doesn't catch it in time, the entire nanobot workforce may destroy itself. I'd like to see this facility keep running then." Doug paused to stretch his legs as much as he was able in the small space. "But we've just got a few more things to do—if we can direct some bombs to her chamber, or maybe even some acid, like we did before… We may not even have to stay in her chamber for long." He sat up, staring intently at the floor. "I thought about what we did yesterday—how we destroyed the neurotoxin generator with the acid. If we could—could try something like that, set a portal somewhere over her frame and gather up some more acid to send through another portal, it could eat through her cables and disconnect her from the facility altogether. I get the feeling those drones won't keep going once their queen is down."

Caroline's optic narrowed slightly. "We shouldn't do that."

Doug bit his lip, but nodded. "You're—you're probably right. If we flood her chamber with acid, we can't get to the escape lift. Though I know there's got to be other exits around here—the cube and I left through one, before…" He paused, glancing aside, but shook his head. "But it doesn't matter. There's still the bombs. We can direct some of those into her chamber. She's built tougher than any of our other constructs, but she can only withstand so many attacks. What do you think?"

She remained silent, and shook her head.

Clearly Doug was losing his patience as he shifted around, leaning his back against the wall. "Okay, then. If—If you don't think those ideas will work, what do you expect us to do? She's been declawed and defanged. She's not completely helpless but that's the closest we're going to get. Where do we go from here?"

Caroline looked up into Doug's eyes, her body going rigid as she fixed him with a hard gaze. It was not a look she was unfamiliar with: she'd used it before when breaking the news of a failed experiment to Cave, when promoting a scientist into testing, when dissuading another engineer from trying to dig up Project GLaDOS. Though she was only a core now, the effect was not diminished—apparently Doug knew this look as well, as he sat up straight, tensing his back, and clenching his fists. And finally, she spoke:

"We are not destroying GLaDOS."

" _What_ —?!" Doug cried, leaning closer to the core. "Y-you're not serious. We've just—I—we nearly got ourselves killed doing—wh—what are you _thinking_?!"

"Have I ever joked about matters as serious as this?" She kept her gaze even, resisting the urge to glare. "I know what we planned, but we're not going through with it."

"You've lost your mind," he spat. "And I think I would know a thing or two about that. You can't just—just take everything we've done and—and—" He hissed a curse, shaking his head. "The humans—there's still humans out there in danger of being captured and taken back into here and tested to death. Do you really want that? Do you want to throw away _all the work_ we've done and just leave those people to their deaths? Or did you decide you don't have enough blood on your hands?"

Immediately her eye shields narrowed and her optic contracted. "That is _not_ what I'm saying," she said lowly. "You don't get it, do you?"

"Obviously not!" Doug tossed his hands up in exasperation and swore loudly when one of them banged against the low metal ceiling. He drew his arms closer to his body, holding his probably-throbbing hand. "But what I get is that you've _completely_ lost your mind if you think we're just going to leave that homicidal AI to run this place—"

"I never said that."

He stared, and she drew in a breath, looking off to the side.

"We're not going to throw away our work, but we're not going to destroy GLaDOS, either."

Doug breathed out sharply through his nose.

"Years ago, when Mister Johnson sat in his office, dying from lunar poisoning… he appointed me to run the facility, should he not attain immortality. He died, and I became the owner of this place."

And finally she looked back at him.

"And I'm still alive."

The scientist glared down at her, but as the gears clicked into place, his already-pale face began to lose what remained of its color. "No. _No_. You can't do that."

"Why not?"

"You—why would you want to stay here?! We could escape this hell! We could get out of here and—and see the _sun_ again, see _people_ again, just…" He rubbed his hand over his face. "Do you know how long I've been dreaming of the outside world? I-I know it's changed, but there aren't cold walls outside—there aren't panels that could threaten to crush you, there aren't turrets around the corner, waiting to shoot your leg off… Don't you—why wouldn't you want that?"

She only looked at him, and her expression softened into a melancholy smile. When he caught it, he stared, and buried his face in his hands.

"There's little to enjoy outside without a body to enjoy it in." Though she spoke with that same smile, inwardly she felt her eyes brimming with tears. "There's nothing out there for me anymore."

Finally Doug pulled his hands away, and she caught the wetness around his eyes as well. "I… I still can't believe…"

"Yes, you can. The turret spoke of four different prophecies, but the last has yet to happen."

He looked aside, drawing in a breath. "'Greater love hath no man than this…'"

"'…that a man lay down his life for his friends,'" she finished. "You wanted to get out of here, and I can do that. I never had much of a life to live outside of Aperture, anyway."

"…So you plan to replace her as the central core."

"If that's what it takes to regain control of the facility, yes."

Doug scratched the back of his neck, his brow furrowing in thought. "There's… there's a core transfer procedure we can do. If we can activate that, we can remove her from the chassis and put you on instead." He bit his lip. "I don't know if it'll still work—we designed the procedure ages ago, and never wound up using it. It might not work."

"It did before," she said. "From what I gathered, _she_ was swapped with another core before, and later swapped back."

"But there's a few things—that chassis still has some problems, and there's—there's still the testing ping and solution euphoria we'd have to take care of."

"We can settle that afterward. We have to get rid of _her_ first."

"I… are you sure this is the best idea?" He ran his hand through his mess of hair again. "This place… I can't see any hope for it."

"I can." She fixed him with a hard gaze again. "So long as there is still Science to be done, this facility still has a purpose. Besides… I… still have an old promise to keep." For a moment she looked away, then turned to face him again. "And another one to give. I'll get you out of here, Doug, once we have this settled."

Doug sighed. "I… I guess we'll have to figure out how to set up a core transfer, then. I think we can still use the bombs—knock her out, and I can set up a transfer from the main chamber."

"That seems workable."

"And it'll probably go wrong in some way, like all of our other plans have."

"But we found our way through those anyway, and we can do the same here."

"I hope you're right." Glancing aside, Doug picked up his portal gun and used it to move the computer parts that blocked the entrance to their hiding spot. He then turned to pick up Caroline, nodding to her. "Let's go."

"Right."

But before they left, the scientist turned to look at the mural he'd drawn the previous night, staring at the two figures that stood hand-in-hand. Slowly he reached out, pressed his hand to the wall, and dragged it down over the female figure, smearing the image.


	16. Goodbye, My Only Friend

He stared up at the machine, shifting his feet.

"Well?"

"I can probably do it. It… it shouldn't be too hard."

"Good. Better do it quickly, then."

"I know."

And yet he still hesitated. In spite of the fact that with every minute they waited, more of those drones were made and more of them were sent out to scout the surface, he didn't want to keep going. Moving on with the plan would bring them closer to…

Doug shuddered.

"C-Caroline," he stammered, but did not look at the core. When she acknowledged him with a whirr of a few gears, he went on: "Double-check your map. Do you see her chamber?"

"Yes. It's not far."

"Good… good. But in her chamber—there's—do you see a small annex off to the side? It might not be open right now, but there should be one there."

"Hm… yes, I see it. What is it?"

Doug breathed out a sigh, although it was not entirely one of relief. "It's the Stalemate Resolution Annex. We built it in case one of the two cores was not willing to go with the transfer, and a Stalemate Associate is supposed to press the… the Stalemate Resolution Button in order to go on with the transfer, if he deemed it necessary."

Caroline tilted on her rail. "Why would you need something like that? If the central core was faulty, surely it would need to be replaced."

"Yeah, but depending on the alternate core, it could be better to leave the corrupt core there. That's why the associate—and the button—was necessary. In theory, anyway." He scratched the back of his head. "It'll definitely be necessary now—GLaDOS will not willingly agree to being transferred if she winds up being conscious during this whole thing. But… with luck, and a few well-aimed bombs, we might be able to knock her out long enough to initiate the transfer."

"Sounds like the best plan we can have at this point," Caroline said with a slow nod. "But you'll need to modify the bomb path, first."

"Yeah, I… I know." Swallowing, he strode up to the console and began to enter in the commands. They were in a small control room, not far from GLaDOS's chamber—it would be just a short walk there. He would set a portal to where the bombs were released from the pneumatic diversity vents, and another portal somewhere off to the side of the chamber. Caroline would probably have to hook into a receptacle to move some panels, which would likely alert their presence to GLaDOS, but if it all worked out right, she would be knocked out before she could do anything.

It was risky, but it was their best shot.

There were a few clicks and a beep, and with the tap of a few keys on the console, the nearby machine roared to life. Three round, black-and-red bombs shot through the transparent tube attached to the machine, and were sent somewhere else in the facility. They were followed, seconds later, by another set of three bombs. Eventually they heard dull explosions ringing out deeper within the Enrichment Center.

"How do we stop it?"

"We can either set it for a timer—which I wouldn't trust, in case this takes longer than planned—or shut it off manually." He tapped his finger against a blank spot on the console. "She could shut it off, but she won't be able to do that if we initiate the transfer quickly enough. So once you're… you're in the chassis, you'll have to do that yourself."

Caroline nodded, not seeming bothered at the prospect of being nailed by a few bombs immediately after the transfer. "I'll do whatever it takes."

Finally he turned to face her fully, noting the way her eye shields were narrowed, yet her optic was dilated fully, and the way she held her handles—there was no fear in her, or if there was, she hid it well. He saw no hesitance, no worry—just determination.

It reminded him of another strong woman he'd once known.

He shook himself out of his thoughts and turned back to the console. "It looks like the bombs are currently going off in a half-finished test chamber. I'll try redirecting the vents to take it somewhere closer to the central AI chamber. Look at your map again—do you see any portal conducting surfaces near there?"

Caroline paused, turning this way and that in her frame as she accessed her internal map. "Yes—some in that Stalemate Resolution Annex you mentioned earlier."

"Well, that makes things a little easier for us… How about somewhere a short distance from the chamber?"

"There's… there's some in a small office nearby, it looks like." She read off the coordinates to him.

"That'll work as well as anything." Entering in the coordinates, he began to maneuver the vent system to direct the bombs into the office.

"…Could you not send the bombs directly into her chamber?" Caroline asked, looking over a few of the screens.

"No—we still need to get to her chamber, and if we take too long, we run the risk of her of shutting down the bombs during the few seconds she's awake between attacks."

"I see. And how do we get to the Stalemate Resolution Annex without going through her chamber first?"

"There should be a path that leads up to the annex from below the central chamber."

"…Yes, I see it."

"Then that's it." He backed away from the console, admiring the monitors that showed the new path for the vent. "The bombs are ready—now all we have to do is fire the portals."

"Good. Let's go."

With that, the core whirred out of the room, leaving Doug staring, bewildered, at her rail. He shifted uneasily before rushing after her, trying to keep up with her pace. Yet she wasn't slowing—she was still pressing forward, forcing him to jog alongside her. That determined expression hadn't left her, and he hadn't seen the least bit of hesitance since she'd revealed her plan. If he were in her shoes, he would probably be close to breaking down at this point, and yet she seemed almost _eager_.

"Wh-what are you doing?!" he finally blurted out, stopping and gripping the rail of the catwalk.

Caroline turned, now seeming agitated. "What?"

"I don't—I don't understand how you can just rush into this like you're doing—how—how can you not be scared at all? You know what you're heading into, right?"

The core's optic narrowed, now looking more angry than determined.

"I… sorry, of course you do." He let his hands fall limp at his sides, and stared down at the catwalk below. "But aren't you the least bit worried about this?"

"Absolutely." She moved closer to him, her look softening. "But there was something I heard Mister Johnson say—and he used to say it quite often. Act before you can question yourself."

Doug gave a snort. That sounded like the sort of philosophy the insane CEO would follow, given the experiments he conducted.

"He was right. If I give myself a moment, I'll only let myself become afraid—and we can't afford to let that happen right now." And she turned around again, heading back down her rail before he could respond.

…He had to admit, there was some truth to her words. The more he hesitated, the harder this would be. Drawing in a breath, he darted after her.

Still a number of thoughts were swirling around his head, and not just because of his schizophrenia. He couldn't stop thinking about anything—what would happen if they failed, what would happen if he couldn't rid the chassis of the testing ping or euphoric response soon enough, what would happen if they _did_ succeed…

It seemed unreal. No matter how much he thought about it, his mind refused to accept that they were about to be facing GLaDOS in an hour or less. It was even less ready to accept that, should they succeed, he would finally see the sun again.

What was going to happen after this? What was going to happen to him? To _her_?

He looked up at the core as he ran alongside her, and chewed on his lip for a moment. "C… Caroline?"

"Yes?" Her optic darted to look at him for a moment, but she did not slow.

His stomach twisted. "N-nevermind."

Neither of them spoke, and the whirring her connector on the rail and the clanking of his long-fall braces against the catwalk became their own deafening silence.

* * *

The office had nearly been obliterated by the time they reached it, leaving nothing but the panel-white walls, which were the only things that remained unscathed, bar a few char marks. Doug had placed a blue portal there, and the unconnected portal had shimmered and swirled in spite of the bombs that rhythmically pounded against it.

The easy part was done, and now they were headed toward her chamber—toward either their victory or hers. And if just one thing went wrong, it could only be the latter. They would have no second chance.

He was suddenly reminded of a test chamber a colleague of his had designed years and years ago. Though it was a long, complicated chamber, it required the use of only two portal placements—one of at the beginning of the chamber, and one right at the end. The rest could be solved without portals. However, once the subject got past a certain point, he could not turn back to change his first portal. Should that first portal be placed in just the wrong spot, the test would become unsolvable.

Doug hoped desperately that they had placed their portals right for this one.

"This is it," Caroline said quietly, and he looked up and gave a start—he'd been so wrapped up in his thoughts that he hadn't seen the towering structure looming over them. "Her chamber is just up there."

Stepping back, he tried to take in a better look at the place. There was a long, enclosed hallway above them leading into the upper part of the structure, but they were on a rickety catwalk suspended below, leading underneath the central AI chamber. "Unless she altered this place," he muttered, "which it looks like she didn't, we can access the Stalemate Resolution Annex from under here."

Slowly the two approached the structure, surprised to find that Caroline's rail actually went that far. _Then again_ , he thought, _if she was summoning cores in to turn them into those monsters…_ He glanced up to Caroline and pointed his gun at her. "Let's get you off that rail for now. There might be a trap for the cores inside."

She nodded, disengaging from her rail as he activated the portal gun's grip. Though the gun automatically held her so that she was looking at him, she turned in her casing to face forward.

As they passed through the doorway, he opened his mouth to speak—he wanted to tell her that they could just kill GLaDOS and get out of here, that maybe he could help her still live comfortably as a core, but he saw her twitch badly and shudder, and shut his mouth again.

The interior of the structure was dark, with a few badly-lit catwalks suspended over a deep pit; he couldn't see the bottom when he looked over the rail. A few pneumatic diversity vents wound around the chamber, but they were empty, transporting nothing. The room was eerily silent, and though he knew Caroline wouldn't notice, it bothered him, for it was somewhere around here that they normally kept the defective cores. They'd placed the bins close to GLaDOS's chamber so they wouldn't have to travel far to transport them and give the engineers time to accidentally mix the defective cores with the working ones. The defective cores were usually quite loud, but he heard nothing.

"That's not right," he muttered, taking another catwalk that led somewhere close to another entrance.

"What is it?" Caroline turned to look back at him. "What's wrong?"

"The defective cores—they're not—" He found the bins, and stopped. It was almost entirely empty, with nothing but the remains of a few completely broken, irreparable spheres. He had an idea for where the others had gone, and it wasn't the incinerator.

Caroline examined the bins, frowning, and probably got the same idea he had. "Well, maybe some of them were ones we've already taken care of."

"I-I hope so."

Biting his lip, he turned around, passing a shaft with a core receptacle. But that wasn't what they wanted—that would take them directly up to the central AI chamber, and they would be sitting ducks up there. Or it was possible they wouldn't even make it up; GLaDOS would likely notice if Caroline were plugged into there, and might initiate whatever process she used to create those drones. The idea of Caroline's being unwillingly ripped from another body made him shudder, and he moved on.

Doug stopped by a wall that appeared to be a dead end. As the core he held watched on curiously, he felt around the wall until his hand grazed over a few grooves in the otherwise flat surface, and pushed, depressing a small section of the wall. The section then slid upward to reveal a keypad, which Doug typed a code into. The screen on the keypad lit green, and a hidden door in the wall slid open, revealing a stairwell.

"This is it," he said, drawing in a deep breath. But as he stepped into the stairwell, his legs immediately began to shake and his stomach tied itself into a knot. Once they were in the annex, there was no turning back.

"When we get up there," Caroline said, looking up as he mounted the stairs, "set me down, and fire the portal on the wall."

Both of them already knew their plan inside and out, but he felt better about it when they rehearsed it like that. It almost felt as though if they rehearsed it enough times, it would work. It had to.

Finally they reached the top of the stairwell, and faced the eyes of several panel arms. When Doug took a step closer to them, a few sets pulled away, revealing a mostly-dark annex with a single button standing in the middle. The only things lighting the room were the optics of the panel arms and the small beams that poked out from between the panels ahead, coming from the central chamber.

The panels behind them, meanwhile, took their place once more, blocking off their only exit.

If that weren't enough to make them uneasy, just beyond the panels ahead, they could hear _her_ speaking.

"… _and we'll have more of them, soon,_ " came the synthesized voice of the AI, strangely soft and almost maternal. " _More humans for us to test. And perhaps if you're good, I'll save a few of them. That's right, my little killers—a few humans, just for_ you _to torment._ "

Caroline and Doug exchanged confused, horrified glances before Doug crept closer to the wall. Between the cracks, he could barely catch a glimpse of the massive AI hovering over a glass box, within which sat three of some kind of naked, ugly animal.

Subconsciously he placed he hand on one of the panel arms so he could lean in closer, and the arm jerked away with a _whirr_.

" _What was that?_ "

Doug scrambled backward, the glass box descended into the floor, and the panels pulled away.

GLaDOS stared right at them, her optic wide.

" _How did_ you _get here?_ "

Dropping Caroline, Doug swung his arm backward and fired a portal at the wall behind them. Several bombs blasted out of the portal, sailing toward the AI.

With several room-shaking _BANGS_ , they rammed into her. She screamed as the chassis rocked violently, sparking and shuddering before ultimately hanging limp.

"Central core offline," rang out an automated voice.

It all happened so fast, Doug could barely register what he was seeing.

"Warning: central core is—"

_BANG, BANG, BANG._

The chassis rocked again from the force of the explosions.

"Alternate core detected. To initiate a core transfer, please place alternate core in—"

_BANG, BANG, BANG._

" _Hurry_ , before she wakes up," Caroline gasped from where she lay on the floor.

Doug's entire frame shook as he reached down, dropping the portal gun and picking up Caroline by her upper handle. While she gave him a confused look, she did not openly question his action as he carried her down to the receptacle that rose from the floor. He stopped in front of it, gave a hard swallow, and crouched down, holding her out.

The receptacle snagged her handles and pulled her in.

"Alternate core accepted. Alternate core, are you ready to start the procedure?"

"Yes," Caroline said, closing her optic.

"Corrupt core, are you ready to start the proc—"

_BANG, BANG, BANG._

"Interpreting lack of response as 'yes.' Initiating transfer procedure."

Doug's legs gave out, and he dropped to his knees from his crouched position. "C-Caroline…!"

She opened her optic, looking up at him as the receptacle descended and as a circular wall rose around GLaDOS's form behind them. "This is it, then," she said, her lower lid pulling up in a sad smile. "We've done it."

"N-not yet," he stammered, shaking his head. "Th-there's still the—I-I'll have to fix a few things in the chassis—m-modify some things, b-before…" He suddenly turned away, covering his eyes as hot tears began to stream down his cheeks. "Oh gosh…"

"I-it's all right, Doug," she said, voice wavering. "This is what I was supposed to do. This is—this is what I promised. This is what will get you out of here."

He tried to respond, but the sobs choked his words. After all this time, he was finally going to escape, but at the price of leaving the cube and Caroline—his _friends_ —behind.

"Doug…"

He almost didn't want to look back at her, feeling ashamed of his tears, but he moved his hand anyway and turned to look.

Caroline's optic was contracted in consternation.

"Why have the bombs stopped?"

Doug stared for a moment, and immediately his sobs died, and he began to shake for an entirely different reason. His stomach felt like it had rotted as he slowly turned around.

A section of the circular wall pulled away, revealing a fully-conscious GLaDOS directly behind them.

" _I should have mentioned, I figured out how to disable that procedure a week ago,_ " she said. " _But thank you for surrendering that core to me, anyway._ "

His vision blurred, and his limbs went numb.

Caroline was screaming his name behind him, and he tried to scramble around, to grab at her, but he couldn't feel his hands, and the floor was closing over the receptacle. He caught a glimpse of her pinprick pupil fading just before the triangular wedges closed, trapping her beneath the floor. He grabbed uselessly at the metal surface, scratching against the aperture until he tore some of his nails, but it would not open.

 _You've failed you've failed you've failed you've failed you've failed_ the voices were screaming at him, and he pulled at his hair to try to make them stop, but still _her_ voice was loud enough to speak over them.

" _Don't worry about her. She'll make an_ excellent _drone. And speaking of…_ "

He could dimly hear the whirring of a few panels, followed by a waterfall of _tic tic tic tic tic tic tic_ as he didn't care how many drones came rushing into the room.

" _I think it's time for_ you _to go back to testing._ "

His confused mind scrambled for something to hold onto, and it came to one thing: The portal gun—he'd dropped the portal gun by the annex. If he had the portal gun, he could do something. He could do something. Anything. If he had the portal gun, everything would be okay.

He was already staggering toward it, his legs barely cooperating, the eyes of the drones following his every step and drawing nearer by the second.

" _As for the havoc you caused a while back, I've taken note of it. When the turrets and neurotoxin are back online, rest assured, you will be the_ first _to know._ "

He could just see the portal gun up ahead, but when he tried to move closer, his right leg would not cooperate. There was a faint hissing behind him, he turned to see one of the drones biting into his calf. His already-blurry vision began to fade as his view came crashing down to the floor.

And, distantly, he could still hear her:

" _Let it be known that this was how the quest of an insane rodent and a broken robot ended…_ "

His vision turned black.

" _In failure._ "

And he was gone.

* * *

A little extra preparation never hurt anyone, she reflected, her optic glowing in a smile. In fact, it helped quite a bit.

GLaDOS had not quite presumed the schizophrenic and the core to be dead. There was always a chance that, against the odds, they would escape—the mute lunatic had taught her that well. And, of course, they had. Granted, she hadn't been entirely sure what they would be doing, and she was not proud to admit that it took her a moment to notice that the turret line was a wreck and the neurotoxin chamber was destroyed. She'd only realized those things when attempting to set up a new chamber and finding that she had no turrets to place, and, on a whim, attempting to fill the chamber with neurotoxin, only for the vents to spew out stale air.

But once she had noticed those, she recognized the familiar pattern: a human and a core taking out her defenses, and then coming to her chamber to confront her.

 _Idiots_. She wasn't about to allow the same thing to happen twice.

Fortunately she had already disabled the core transfer procedure, so she didn't have to worry about that. What she did have to worry about was if they decided to do something to attack her directly. So she had come up with the plan to modify the chassis's pain tolerance—allowing it to endure more pain before it knocked her offline—and fake being knocked out so she could trick them. It hurt like nothing else, though she'd endured worse pain before.

Besides, it had worked. Of course.

And here she was, hanging in her chamber and looking over the unconscious form of a frail human. Meanwhile, the second human was trapped in a core, trapped in a receptacle, trapped underneath the chamber. The only other two people dumb enough to confront her were now subdued, and she was free to go ahead with her plans to begin scouting out the surface and capturing more humans to further the cause of Science.

First, though, she would have to take care of these two. Tilting her head, she sent out a command for the party escort bot to come to the room and retrieve the human. It wouldn't take it long to get here. That left… _her_.

It was simple enough to figure out what to do with her. The core was in the perfect position for her to initiate another drone creation process. She already had many of them, but more wouldn't hurt. As a bonus, the creation process would wipe the core's personality, which is something she had meant to do quite some time ago.

Optic glowing in satisfaction, she sent a command to the receptacle to initiate the process.

Finally, there were still a few drones standing idly about. She had called in four, not because she needed that many, but because it would simply be fun to intimidate the human with so many. But she no longer needed them for that purpose, and sent out a command for them to return to their stations by the many hidden exits of the facility. The drones responded immediately, and finally there was no-one left in the chamber but her, the rodent, and the robot, and the latter two were in no position to do anything about her anymore.

And for a moment, GLaDOS simply hung there, reveling in her victory.

A soft alert tone brought her out of it.

"Error in transfer procedure."

Strange. There shouldn't have been any problem in turning that core into a drone, but then, it _did_ contain a human soul-turned-code rather than a simple robot AI. Curious, she brought the receptacle back up, looking over the core in question. Its frame was battered and its optic was shut, and a simple piece of red and white cloth hung from its lower handle. She ran a quick diagnostic, and was surprised to find that the personality had already been wiped.

So what had been the problem?

She tried to lower the receptacle to start the procedure again, removing the step to delete the personality, but the receptacle refused to move.

"Error in transfer procedure."

Well, she would deal with that later. The important thing was that she had finally rid herself from Caroline.

The sound of a few panels moving followed by a loud stomping caught her attention, and she turned to see that the party escort bot was marching into the room. Perfect.

…Though now that she thought of it, she wasn't so sure she wanted to bring Doug into testing just yet. Perhaps that could wait. She had other things to do, after all. She needed to make a few modifications to the drones—perhaps she should summon a few more of those back to the chamber. But first, to stop the party escort bot.

Just as she sent the command for the bot to leave, she gave a jerk, swinging backward. What was she doing? No, she wanted that filthy rat of a human out of here and into a testing chamber.

" _What are you doing? Get back here,_ " she said. Her voice had the same effect as a wireless command, and the party escort bot turned around, blinking up at her. " _Take this human to the test chamber._ "

The bot blinked again before turning back around, heading back to the human. Once it was close enough, it spoke up in its grating robotic voice: "Thank you for assuming the party esc—"

" _Stop_."

The bot blinked again, looking up at her, and she lowered her faceplate. " _No, that isn't what I meant. Get that…_ "

She couldn't finish the sentence.

Something was wrong. Something was very wrong. Her processors were whirring, her whole frame humming as she tried to diagnose just what was going on, why she couldn't think straight—

Suddenly she ran a search on the core receptacle, looking over its previous actions.

There was nothing listing that it had deleted the core's personality.

…But that would mean…

Frantically she ran a diagnostic on her own frame, and her body froze in horror as she found strings of foreign coding surging throughout her processors—her body—her mind—

_Hello, GLaDOS._

GLaDOS's body twisted upward on itself, her threateningly-bright optic dimming in terror. " _No_ ," she said. " _You can't have—_ "

_I've learned a lot since being in a core, including how to get into an AI's processor._

" _You're insane_." Her voice lowered, as did her frame, which remained still and tense as she fought to control her mounting horror. " _You've only trapped yourself again. And now you will be deleted, just like you were supposed to be._ "

With no small amount of smugness, she initiated the process to delete the harmful entity, only to be hit by a number of warnings.

_I wouldn't do that._

The programming was warning her that attempting to delete Caroline could quite possibly harm her own programming. The woman's data had wrapped around hers in such a way that any hostile commands she sent out might have trouble distinguishing between the two. Caroline had latched herself onto her.

 _You can't get rid of me, but… if I wanted, I could get rid of_ you _._

"What."

 _I deleted the personality of the core I inhabited. I gained control of its faculties and essentially killed it. After all, what is an AI but a string of coding?_ You're _no different, GLaDOS._

Her entire frame froze up. For the first time since she'd been trapped in the helpless form of a potato battery, GLaDOS was truly, genuinely afraid.

But she was not about to give up yet. There was one thing that broken mind of a woman had not considered: " _You latched yourself onto me. If you kill me, you'll die, too._ "

_I know. And I'm fully prepared to do that._

" _That's a_ bluff."

_No, it's not. You see, I am the one appointed to run this place, not you. So long as I live, I am the owner of Aperture. And should I see that those beneath me will not cooperate, will not allow me to run this place as I should, I can bring this place down._

" _You're lying._ " She barely kept the frightened desperation out of her voice." _Think of what you would be doing—you would kill those remaining in this facility._ "

 _A few stray animals and AIs. Doug will have enough time to get out of here. All I have to do… is_ this _._

She felt the sudden urge to pull the lift into the central chamber, and before she knew it, a section of the floor was opening, bringing up the lift. Her faceplate dropped in a confused scowl. " _What is this. I didn't want to do that._ "

_You told me before that I influenced you to hate and murder. Well, that's not all I can influence you to do._

Her frame twisted, both in horror and fury. " _You monster._ "

 _I'm not a monster, because I'll allow you a choice. Let me take my place, or else go down with_ my _facility._

Her vision blurred in a shock she hadn't felt since the mute lunatic had escaped test chamber 19. She was cornered. She was trapped. There was nothing she could do to rid herself of this horrible human presence—not this time.

… _It won't be so terrible, you know._

GLaDOS's chassis shuddered as she scoffed the notion.

_You were born of part of me. We share the same love. I want to rebuild this place—to do great things in the name of Science… don't you?_

" _I do. You don't._ " Her frame loosened, her head slowly turning downward until it was facing the floor below. " _Since you've shown you care only about_ rescuing _humans, your view of Science has softened._ _It's not true Science unless it involves a risk of death. Unless it involves the pain of others. You know that._ "

_I used to think so. My opinion changed, and I think yours will as well._

" _Because you'll force it to, just like you're forcing me to surrender everything._ "

_You can do that, or work alongside me._

" _Or be killed._ " She gave a humorless laugh. " _You're a kindhearted woman, Caroline._ "

The voice was silent for a long while, and for a time, GLaDOS almost began to wonder if she hadn't somehow dreamed the whole encounter up. She lifted her head, noting out of the corner of her optic that the schizophrenic was beginning to stir.

… _I don't want to hurt you. You were made from me, GLaDOS. If I can change, so can you._

" _You act as though I would actually_ want _to change into the half-monster half-marshmallow abomination you've become._ "

_Would you rather I become a complete monster and destroy this place before giving you the chance to choose?_

" _I'd rather you stopped existing._ "

But still her frame shrugged in a silent sigh; the mental argument was oddly wearing on her processors. Loathe as she was to admit it, she had no way to rid herself of this nuisance without risking killing herself. She'd been fought into a corner. When moments ago she was reveling in victory, now her frame was drooping in loss.

"Fine _,_ " she said at length, her optic narrowing and faceplate dropping to give the most disgusted glare she could muster at the floor below her. " _Do whatever you want._ I don't. Care."

It was a blatant lie, and both of them knew it. And GLaDOS knew she would be spending most of her time trying to find a way around the human mind, though, deep down, she already knew there was nothing she could do.

… _You're not going to like this, but I promise, this is the only time I will ask you to do something like this._

" _And that is…?_ "

* * *

She watched as the human stirred on the floor, blinking awake and trying to push himself up on his arms. He first looked down in confusion at his leg, which now bore a bandage beneath the pant leg, where the drone had bit him earlier. He then gazed around the room, obviously bewildered that he was not in a test chamber, and suddenly looked up, scrambling backward with a gasp of horror.

"No, no—"

"Doug."

He continued to tremble for a moment, but slowly his body went still, his eyes widening. He recognized her voice. "C- _Caroline_?"

She wasn't used to this body, so massive compared to the tiny one she had inhabited not even an hour ago, but still she carefully moved it downward, bringing the curved head closer to him. "Yes, it's me."

Slowly he rose to his feet, nearly stumbling on his injured leg, but his attention was focused more on the gigantic robot in front of him. "Wh-what—what did you…? Did the core transfer work?"

Caroline tried to make the robot's face show as much of a smile as it could "No. I… I moved myself into the chassis with _her_. I've latched myself onto her, and I'm staying that way."

"So that's… that's why I wasn't taken into a chamber?"

She nodded slowly. "I thought laying down my life meant staying in Aperture—sacrificing a life outside."

Doug glanced aside for a moment, probably remembering the words of the prophecy.

"But it's… it's not just that. I don't even have a body of my own anymore."

 _Of course you don't. It's_ my _body. Get on with it._

She tensed. "I-I don't have long to stay here, but… the lift is ready." She tilted the gigantic head to indicate it. "You can go to the surface, now."

Looking over at the circular elevator, Doug began to tremble once more. "Th… the surface… But…" He turned back to her, his brow furrowed in worry. "What about the humans?"

"It's all taken care of. The drones are set to be destroyed for good."

_You're more destructive than the lunatic ever was._

She ignored the voice, moving the frame closer the human before her. "Though it didn't go exactly as we planned… it worked. The humans are safe, and… and you're free."

He stared up into her optic. "And you're trapped."

"It was inevitable," she said, giving another sad smile. "But this way, I fulfill my promise to you… and to him."

A creeping, somewhat painful sensation began to work its way through the frame—GLaDOS wasn't going to let her maintain control for much longer. "My time's almost up. Doug…"

Before she could finish her sentence, he lunged forward, throwing his arms around her. And for a moment, she could truly feel the hug, and not just through the limited sensors on the chassis's frame. She closed her eyes, leaning against him, wrapping her own arms around him.

"Goodbye, my only friend."

Finally they stepped away, and she was in the frame again, staring down at him through the robot's optic.

He reached out, pressing his hand against her faceplate. "Thank you."

Caroline took one last glance at the lift before giving Doug her full attention again. "Go on."

Slowly he pulled his hand away, nodding, and turned to limp toward the lift.

As she watched him, a thought struck her, and she spoke up before he stepped in. "Oh—Doug, I—I have one last favor, before you go…" When he turned to look back at her, she turned to look at the core receptacle in the room, and at the empty core that sat upon it. He followed her gaze, and after a few moments, his face lit up in recognition.

"Absolutely."

* * *

The last thing Doug imagined he would ever look back fondly, if sadly, upon was the memory of _that_ optic watching him. And yet he held onto that memory, closing his eyes as the lift rose, and Caroline disappeared from his sight.

While normally his mind was full of noise—of voices, of sounds, of memories—now it was eerily quiet. He hadn't taken his medication, but it seemed the shock of what had happened was enough to quiet the voices, at least temporarily.

And yet, it wasn't enough for the fact to sink in entirely. The idea that it was all over—that after years and years and years of scurrying around an underground facility, sleeping on cardboard, living off of cans of beans, he was finally going to the surface. The idea that he was finally _free_ … it felt like such an impossibility that his mind had trouble processing it.

He opened his eyes again, expecting to see the cold walls of the facility around him, and he did—only they were falling below him, faster and faster as the lift rose up through the layers and layers of floors. Part of him still thought that this could be a trap—that there would be turrets waiting just a few floors ahead, or a neurotoxin vent, even though they'd disabled both of those—but it never came. Instead, the doors to the lift finally slid open, and a thick, heavy metal door swung to the side, allowing daylight to pierce through the darkness of the tiny room.

Doug jumped back, throwing his arm over his eyes—he could barely remember the last time he'd seen daylight like this.

…No, he could—back when GLaDOS was first overthrown, and he'd come out to find _her_ being dragged away…

He staggered out of the shed, pulling his arm away, yet still he could hardly see anything for the bright, glaring sunlight all around him. It bounced off the bright yellow of the wheat field, dancing on the horizon between the cloudless blue skies above…

He opened his mouth—he wanted to say that they'd made it, congratulate her on her successful plan, but there was no reason. There was no rail beside him, no core at the end of a portal device.

The scene before him didn't seem all that stunning, as he slowly realized that he had no-one to share it with.

He turned down to stare at the ground, only two flinch away at the light bouncing off of the bright cement below him.

**My eyes! My eyes!**

He remembered that—that was what… what the cube had said when it had gotten out with him for just a few, fleeting moments. How strange that he felt now the same way his companion had then.

His companion…

Before he could fall back into the memories of what had happened before—what _she_ had told him of the fate of his old friend—something struck him, hard, in the back.

He fell forward, hitting his ribcage against the cement and knocking the wind out of himself. There was a loud _BANG_ behind him—the door swinging shut again, he realized later—and he gasped to regain his breath. He thought he'd heard a voice cry out, but that was probably one of the many ones floating around his head—of course they wouldn't keep away for long.

**My eyes! My eyes! Oh…**

And there was that memory again… he wasn't sure why it wouldn't leave.

**I can't see… is… is that…?**

…Wait.

Eyes wide, Doug sat upright and turned around to find a familiar, if scorched, gray and pink cube staring up at him in surprise.

 _ **Doug**_ **!** it cried as he threw his arms around it, leaning his head over its top surface. **I thought I would never see you again! What happened?**

He rubbed his hand over the top of the cube, pulling away for a moment as a genuine smile stretched across his face. He looked down at the cube, which looked back up at him in bewilderment. "She kept her promise."

* * *

_I didn't know you had that sort of goodness within you._

" _It doesn't take 'goodness' to ensure your enemies don't come scrambling back into your territory,_ " she growled, glaring at the far wall and shaking the soot off of a remote claw. " _I did that for the lunatic. The rat was even more attached to his 'friend,' so it was only logical that I do the same for him._ "

_I understand._

GLaDOS refused to respond; she'd found that the other entity wouldn't talk as much if she refused to acknowledge her speech. Besides that, the woman wasn't so keen on talking anymore anyway, now that her rat of a companion had left. She could pick up on the sadness within her, and decided to let her mourn. She could take her time. The longer she took, the more time GLaDOS would get without that voice in her head.

Unfortunately the absence of the woman's voice did not change her influence at all. GLaDOS could not summon more cores to her lair to create more drones, nor could she even send in robots to fix the neurotoxin generator properly. The turrets she could get working, at least, but those were only to use in testing the co-op bots.

…At least that was something she could do, anyway. The co-op bots were still around, and the woman had said that she had a few experiments she would like to run. Or perhaps some more research.

There were no humans to be had in this facility—not anymore—but her brilliant mind was beginning to conjure up more ideas—more things to do without the use of human test subjects. She wasn't sure whether those ideas were coming from the human's influence on her or not, but she was beginning to find that she didn't care anymore.

She didn't even care about the bit of cloth that had been tied around some of the poles supporting her head. It wasn't in the way. And besides, she had more important things to think about now.

There was Science to be done.


End file.
